STATUTES OF THE SOCIETY |
|
|
ARTICLE 1 The aim of the Hanbury Garden Society shall be to ensure that Hanbury Botanic Garden at La Mortola in the Province of Imperia is preserved, in the public interest, in respect of its botanical characteristics and general cultural assets, and made ever more responsive to those objectives, if necessary by taking over direct management of the Garden. In so doing it shall show due regard for the traditional ties of friendship between Italy and Britain which date back to the Garden's origins. In seeking to achieve its aims the Society may enter into any appropriate agreement with organizations and with natural or legal persons, whether Italian or not, which have any claim on or interest in the Villa or are concerned for its protection. By the same token, the Society may enter into any transaction involving immovable or movable assets, conclude any contract and take any initiative deemed necessary or expedient by the Management Committee. The Society is a non-profit-making body. ARTICLE 2 The Society's headquarters shall be at Palazzo Caetani, via delle Botteghe Oscure 32, Rome or at any other location determined by the Management Committee. ARTICLE 3 The following shall be members of the Society : (a) "founder members", i.e. the natural or legal persons who determined the constituent act and those who, with the same designation, are accepted by the Management Committee and undertake to provide the benefits and other services to the extent and in the form offered by them and accepted by the Committee. (b) "ordinary members", i.e. natural or legal persons who apply for membership to and are accepted by the Management Committee and undertake to pay the membership fee set by the Committee. Decisions by the Committee on the admission of members (whether founder or ordinary members) shall be final and shall need no justification. Membership shall lapse in the following instances: (a) for unworthy acts or behaviour deemed incompatible with the Society's aims; The decision to expel a member shall be taken by the Management Committee. Appeals against such decisions may be made exclusively to the Audit and Disciplinary Board, whose decisions shall be final. ARTICLE 4 The organs of the Society shall be: (a) the General Meeting of members; ARTICLE 5 The General Meeting shall be held once a year before 30 April to approve the accounts for the financial year ending on 31 December of the preceding year and to approve the draft budget for the current year. The Meeting may be attended by any member having enrolled at least six months before the date set for the Meeting and having paid his or her membership fee for the current year. Members may be represented by other members, but no more than three proxies shall be allowed per member. Invitations to the General Meeting shall be sent out to members' addresses by registered post no later than 30 days before the date set for the meeting, or published in the Society's newsletter, or, if the membership exceeds one thousand, in the newspapers specified in advance by the General Meeting. The General Meeting, when convened for the first time, shall be quorate provided a majority of members are present. The General Meeting shall be chaired by the President or, in his or her absence, by the Vice-President, or, in their absence, by a 'founder member' designated by the Meeting. The chairman of the General Meeting shall appoint a secretary. Decisions taken at the General Meeting shall, whether convened for the first or the second time, require an absolute majority of votes.. Amendments to these Statutes and the dissolution of the Society shall, whether at the first or second meeting convened, require the support of at least two thirds of members and of a majority of the founder members. The General Meeting shall decide on: a) approval of the accounts for the financial year ending on 31 December of each year and on the budget for the current financial year and on the relevant reports. The draft accounts and draft budget and the reports drawn up and approved by the Management Committee and by the Audit and Disciplinary Board must be made available for inspection by members at the General Meeting's headquarters at least 15 days before the date set for the Meeting. b) the appointment of officers; c) any other matter referred to it by the Management Committee. The General Meeting shall vote by open ballot; secret ballots shall be held for decisions relating to the appointment of officers (save where they are unanimous) and on any other individual cases specified by the General Meeting. ARTICLE 6 The Management Committee shall be composed of no more than 11 (eleven) persons chosen from among members, the majority of whom must belong to the category "founder members". Their term of office shall be three years from the date of appointment and shall be renewable. The Management Committee shall be invested with all powers of ordinary and extraordinary administration of the Society and may delegate certain powers to individual committee members. It may not however delegate any powers relating to the admission or expulsion of members or those relating to the drafting of the accounts, the budget or reports. The Management Committee may also delegate powers to third parties for specific acts or categories of acts. The Management Committee shall meet at least once a year and whenever convened by the chairman or vice-chairman; it must also be convened whenever so requested by six or more of its members. The Committee shall be convened by a notice containing the agenda, by letter posted at least thirty days before the date set for the meeting or, in urgent cases, by telegram sent at least seven days before that date. The Committee meeting shall be chaired by the chairman or, in his or her absence, by the vice-chairman, or, where both are absent, by the oldest scrutineer. For committee meetings to be quorate the presence of a majority of its members shall be required; decisions shall be taken by a majority of those present. The office of committee member shall be unpaid; however, the Audit and Disciplinary Board may approve the refund of expenses and the payment of allowances to committee members entrusted with specific tasks or responsibilities. ARTICLE 7 It shall be the responsibility of the President of the Society to represent and sign documents on the Society's behalf in relations with third parties. He or she shall exercise the powers invested in him or her by these Statutes and those necessary in order to implement decisions taken by the Management Committee. Should the President be unable to discharge his or her duties or powers, those duties or powers shall be exercised by the Vice-President, whose signature shall be deemed sufficient to evidence the incapacity of the President. The President and Vice-President shall be elected by the General Meeting of members or, where the latter has failed to do so, by the Management Committee in the person of a member belonging, whether per se or by designation, to the category of founder members. They shall remain in office for three years from the date of their election and may not be re-elected. The offices of President and Vice-President shall be unpaid, save for the refund of expenses and any special allowances awarded by the Management Committee with the approval of the Audit and Disciplinary Board for the performance of specific tasks. ARTICLE 8 The Audit and Disciplinary Board shall be responsible for supervising the financial management of the Society and for any other tasks required of it by these Statutes. The Board shall be composed of three full members and two alternates chosen from among members. Whenever, for whatever reason, one of its members should resign, his or her place will be automatically taken by the oldest alternate. The Board shall be appointed by the General Meeting; its members shall remain in office for three years and may be re-elected. The General Meeting shall designate the chairman of the Board from among the full members. The office of member of the Audit and Disciplinary Board shall be unpaid, save for the refund of expenses as determined by the Management Committee with the approval of the Board. ARTICLE 9 The Common Fund of the Society shall consist of the immovable and movable assets made over to the Society for whatsoever purpose, plus donations and membership fees paid by members and any other monies donated to the Society. ARTICLE 10 Where the General Meeting decides to dissolve the Society, it shall appoint three liquidators and shall determine the manner in which the residual assets of the Society shall be disposed of.
|
|