ARTICLES OF ASSOCIATION
Article 1. Establishment
1) The voluntary association WWOOF ITALIA (Willing Workers on Organic Farms) having its registered office in Castagneto Carducci, via Casavecchia 109 was established on 12 February 1999. Today WWOOF ITALIA (renamed as Worldwide Opportunities on Organic Farms, hereinafter WI) is an association for social development.
2) The contents, structure and internal organization of WI are based on the principles of democracy, equality of treatment and non-discrimination of its members.
3) WI will comply with the following: it will be a non-profit making association; it will not distribute among its members the profits resulting from its activities, neither directly nor indirectly; it will comply with the obligation to reinvest any surplus income in institutional activities statutorily provided; it will ensure that all positions are unpaid and filled by election; it will pursue its main objectives primarily through activities carried out by its members on a voluntary and gratuitous basis. WI can recruit workers on salaried employment or make use of the services of self-employed workers, also among its members.
Article 2. Purpose
1) The main purpose of WI is to cooperate with the international movement “World Wide Opportunities on Organic Farms” (WWOOF) to manage the movement of Volunteers (WWOOFERS) nationally and globally in order to promote organic farming as a lifestyle. To this end, WI manages a network of people nationwide (Hosts) who will settle in so-called learning centres. WI also provides its own facilities to ensure the free movement of WWOOFERS, who will voluntarily contribute to the development of the learning centres and promote the dissemination of ideas and practices to strike a balance between man and nature (WWOOFING).
2) WI will commit to promoting further initiatives to fulfil its own purposes, among others:
a) carrying out training, education, and research and providing the members of civil society, particularly those in education facilities, with information and documentation;
b) providing opportunities in terms of direct exchange of information and goods and services, promoting cooperation and collaboration among the members, the association, and civil society, and focusing on the establishment of networks;
c) promoting and managing forms of mutual support among the members through solidarity and the promotion of cultural, religious and ethnic diversity;
d) promoting and supporting initiatives in terms of ethical banking, non-profit and fair trade economy which might positively benefit the local labour market;
e) promoting the collective purchase of goods and services in line with the association’s purpose;
f) disseminating goods and services which are in line with the purpose of WI along with the techniques to manufacture and make use of them;
g) whereas not conflicting with WI social and business purposes, providing adequate answers to WI members, local administrators and those concerned, more generally;
h) disseminating news and information to promote a lifestyle favouring the peaceful coexistence among the people;
i) organizing classes and seminars on organic farming and housing techniques, the notes of which will be made available to anyone, whether a WI member or not;
j) organizing workcamps for specific projects.
Article 3. Governing Bodies
1) The governing bodies of WI are:
a – the General Assembly of Members;
b – the Executive Board;
c – the President;
d – the Board of Arbitrators;
e – the Board of Auditors, if appointed.
2) Save for decisions made in relation to the Board of Arbitrators and Auditors, all offices are unpaid and filled by election.
Article 4. The General Assembly of the Members
1) The General Assembly is a sovereign body and represents the members through its decisions, which are made in compliance with the law and this articles of association and are binding to all members, either absent or dissenting.
2) The General Assembly can be either ordinary or extraordinary. It is convened and chaired by the President and can also take place outside of the registered office.
3) The ordinary General Assembly shall be convened at least once a year to approve the budget plan and the balance sheet. Additionally, the President can call a meeting whenever necessary or when 1/20 of members make such request in writing.
4) Members should be informed that a General Assembly, either ordinary or extraordinary, has been convened at least 8 days in advance by mail, email, fax, or by posting a notice on the WI website.
5) The notice should include the agenda, date, time and place of the meeting and of the second convocation, if any, that should take place on a different day than the first convocation.
Article 5. Main Tasks of the General Assembly
1) The ordinary General Assembly is convened to:
a) approve the budget plan and the balance sheet;
b) appoint counsellors, arbitrators, and auditors (if any);
c) decide upon the counsellors’ main responsibilities;
d) decide upon the employment contracts and relationships of the members of the assembly, as laid down in Article 9.3;
e) evaluate the proposals made by the Executive Board concerning the annual joining fees;
f) make decisions on other issues relating to the management of the association, which pursuant to law and to the present articles of association fall within the remit of the General Assembly and are brought up by the counselors;
2) The extraordinary General Assembly is convened to deliberate over the amendments to be made to the articles of association and the regulation, on the dissolution of the association and the allocation of the assets.
Any proposal to amend the articles of association or the internal regulation should be submitted to the General Assembly by one of the governing bodies or by at least 50 members. Decisions are made as laid down in Article 6.6.
Article 6. Proceedings of the Meeting
1) Members who have regularly paid their joining fees have the right to participate in and to vote at the meeting.
2) All members shall have one vote and can be represented by another member through a written proxy.
3) Each member can act as a proxy for a maximum of three people.
4) Aside from the items to be discussed, both ordinary and extraordinary general assemblies are validly constituted at first convocation when half plus one of the members having voting rights are present or represented. The meeting is always validly constituted at second convocation, irrespective of the number of members.
5) At ordinary general assemblies, decisions are taken with the favourable vote of the absolute majority of those present and/or represented.
6) At extraordinary general assemblies, decisions are taken either at first or second convocation with the favourable vote of at least 2/3 (two/thirds) of the present or represented members, except when the dissolution of the association and the allocation of assets are being discussed. In these cases, the General Assembly deliberates with the favourable vote of at least a three-quarters majority.
Article 7. The Executive Board
1) The Executive Board is the administering body of WI. It consists of three to seven members who are appointed by the General Assembly, which also establishes their exact number even before the deadline provided in paragraph 4.
2) At the first meeting, the Executive Board appoints the President and one or more vice-presidents.
3) For the first time these appointments will be made at the time of establishing the association.
4) Counsellors hold their office for three years and can be re-elected.
5) Counsellors are not entitled to remuneration.
Article 8. Calling a Meeting with the Executive Board
1) The Executive Board meets at least once a year upon request of the President or his/her proxy. Alternatively, meetings can be convened whenever regarded as necessary and can take place outside of the registered office, provided that the meeting place is in Italy. Further, meetings can be called by at least 1 counsellor if the Executive Board is made of 3 members and by at least 2 counsellors in all other cases.
2) The convocation shall be at least 6 days before the day of the meeting. In the event of urgency, the board is convoked through telegram, telephone, or email notice at least 1 day before the meeting.
3) Meetings are valid when the majority of the counsellors are present.
4) The Board deliberates with the favourable vote of the absolute majority of the counsellors present.
5) Counsellors shall abstain from voting if a personal interest conflicts with the issue debated.
6) Deliberations must be recorded in the minutes, which must be signed by the President and by the Secretary, if appointed.
7) Unless otherwise decided by the counsellors and in order to safeguard confidentiality, the Executive Board meeting can be attended by all members who, however, do not have voting rights.
Article 9. Powers of the Executive Board
1) Aside from the functions statutorily attributed to the General Assembly, the Executive Board is assigned extensive powers to manage WI in compliance with legislation and the articles of association.
2) Notwithstanding what stated in paragraph 1) the Executive Board is in charge of managing all the ordinary and extraordinary acts and operations related to the purpose of the association, and those intended to ensure the proper functioning of WI. Among others:
a) Nominating the President and, possibly, one or more vice-presidents;
b) Discussing the decisions taken by the General Assembly;
c) Drawing up the budget;
d) Laying down the rules and concluding the contracts concerning the main activities of the association;
e) Regulating the employment relationships within WI;
f) Deliberating over members’ admission, withdrawal, temporary suspension and exclusion;
g) Managing the appointment of external collaborators, lawyers and trial counsels to deal with any legal and managing authority at any judicial level;
h) Concluding agreements with public bodies;
i) Unless otherwise agreed by the General Assembly, drafting internal regulations;
j) Assigning tasks or fiduciary responsibilities to single members, or removing them from their positions whereas deemed useful for organizational reasons, to disseminate the association’s principles and to fulfill its purpose;
k) Unless otherwise agreed by the General Assembly, determining the annual joining fees due by members.
l) Entrusting members and non-members with special tasks for which they are called to account.
3) An authorisation is needed on the part of members at the following General Assembly in relation to the conclusion of employment relationships and contractual arrangements referred to in par. d) and e) involving members of the executive board.
Article 10. Counsellors’ Withdrawal, Removal, and End of Office
1) Counsellors willing to resign from their position must do so in writing by informing the Executive Board;
2) Counsellors who fail to attend the meetings convened by the Executive Board for three consecutive times without any justification will be removed from their position.
3) Counsellors are removed from their position if they lose their membership rights, whatever the reason.
4) The counsellors’ end of office resulting from the expiration of their contract takes effect from the time the Executive Board is re-established.
5) Counsellors who have been removed or have resigned will be replaced by the first non-elected members or by the members elected at the following General Assembly.
6) If elected during a three-year period, the newly-appointed counsellors will hold their office until the end of such period.
Article 11. The President of the Executive Board
1) The President of the Executive Board is the legal representative of WI and has signatory powers when it comes to relations with third parties and before the law.
2) The President is authorized without the need to seek approval from the Executive Board to receive payments by public administrations, banks, and private entities, whatever the amount and the reason, and to issue full and valid receipts.
3) Upon deliberation of the Executive Board, the President can also appoint or remove from their positions lawyers and trial counsels to deal with any legal and managing authority at any judicial level.
4) If the President is absent or unable to carry out his/her duties, his/her powers and tasks will be assigned to the vice-president, if appointed. Absent the vice-president, the Executive Board will nominate a counsellor to perform the President’s duties.
5) The power of representation performed by the vice-president or the delegated counsellor is per se evidence of the absence or the inability of the President to perform his/her duties. Accordingly, third parties are not to be held responsible for the President’s absence.
Article 12. Board of Arbitrators
1) The Board of Arbitrators is elected by the General Assembly and consists of one to three members who, following the Executive Board’s instruction, are usually selected among the permanent members. It can either consist of one or three persons with the President who is elected among them. The General Assembly can also designate a substitute member with advisory and non-binding functions who replaces permanent ones in case of their prolonged unavailability or abstention from the vote due to a conflict of interest. Substitute members hold their office until the following General Assembly, during which further members are nominated to integrate the board. The office of the new appointees will end along with that of the existing ones.
2) Arbitrators hold their office for three years and can be re-elected.
3) The office of Arbitrator is incompatible with that of member of the Executive Board.
4) The Board of Arbitrators is in charge of:
a) Monitoring the work of the Executive Board and the association to ensure compliance with their purpose and objectives, and providing guidance and recommendations.
b) Providing a final decision on possible appeals made by members.
c) Acting as a supervisor and as a mediator in the event of controversy within the association as referred to in Article 14.5 and 17.
d) If a General Assembly is convened, participating at the meetings called by the Executive Board, providing its opinion or advice.
5) The arbitrator who is personally involved in the questions submitted to the Executive Board shall not participate in the relevant discussion and deliberations.
6) If appointed, arbitrators who are not members of the association can be remunerated in compliance
with relevant legislation.
Article 13. The Board of Auditors
1) If it deems it appropriate or following the instruction of the Executive Board, the General Assembly can nominate a Board of Auditors of one to three members who can also be legal persons. The members of the Board of Auditors should be selected among individuals or entities with proven expertise in the field and should not necessarily be members of the association. The Board of Auditors can consist of one or more entities, with the President who is nominated among them. The General Assembly can also designate a substitute member with advisory and non-binding functions who replaces permanent ones in case of their prolonged unavailability or abstention from the vote due to a conflict of interest. Substitute members hold their office until the following General Assembly, during which further members are nominated to integrate the board. The new appointees will end their office along with the existing ones.
2) Auditors hold their office for three years and can be re-elected.
3) The office of Auditor is incompatible with that of member of the Executive Board.
4) The Board of Auditors is in charge of:
– assessing the sound financial and economic management of the association;
– providing its opinion on the budget and the balance sheet and on other accounting records before being presented to the General Assembly for approval; whereas necessary, forwarding to the President and the members of the Executive Board useful recommendations to adequately fulfil the tasks assigned in compliance with the regulations and the articles of association.
– If convened by the General Assembly, participating at the meetings called by the Executive Board, providing its opinion or advice.
5) The auditor who is personally involved in the questions submitted to the Executive Board shall not participate in the relevant discussion and deliberations.
6) If appointed, auditors who are not members of the association can be remunerated in compliance with relevant legislation.
Article 14. Members
1) Individuals can become members of WI if they are older than 18 years old and if they share and commit to bringing to fruition the principles, ideals and purposes of the association;
2) The number of members is unlimited; temporary membership is not permitted, although withdrawal is possible;
3) The application for admission can either be accepted or rejected. If the latter, applicants will be informed in writing. By applying, they unreservedly accept what laid down in the articles of association and the internal regulation.
4) Membership ends:
a – with the death of the member;
b – as a result of the member’s voluntary withdrawal;
c – with the member’s failure to pay membership fees;
d – with the member’s expulsion decided by the Executive Board;
5) A member can be expelled for acts committed in contrast with the present articles of association or the internal regulations, or for other serious reasons making his membership untenable. The Executive Board can opt for the member’s temporary suspension in the event of less serious violations.
The member who is expelled or suspended can challenge the decision and discuss it with the Executive Board. If a settlement is not reached, it will be up to the Board of Arbitrators to make a final decision on the issue.
6) The activities carried out by members are voluntary and unpaid. Exceptions include the reimbursement of the travel expenses which are certified and previously agreed with the Executive Board, and the recruitment of staff on a permanent basis or collaborations with self-employed workers.
Article 15. Member’s Rights and Obligations
1) All members have the same rights and obligations;
2) Members have the right to:
– participate in meetings;
– vote directly or by proxy;
– withdraw from membership;
– be informed about and participate in all the activities and initiatives established by WI;
3) Members are obliged to:
– comply and ensure others’ compliance with the present articles of association and the regulation;
– pay membership fees as per required by the Assembly;
– performing voluntary work as previously decided upon and in keeping with the commitments made with the other members.
Article 16. Membership Fees
1) The membership fee to be paid by members is:
– determined by the Executive Board and approved by the General Assembly;
– paid on an annual basis;
– not apportionable nor repeatable;
– not refundable in the event of withdrawal or the loss of membership rights;
– not transferable nor eligible for revaluation
2) Members who have not paid their membership:
– cannot participate in council meetings;
– take part in the activities of the association;
– cannot vote nor be elected to the Executive Board.
Article 17. Controversy
1) Any controversy arising among members concerning the association or between the members and the association and its managing entities are to be dealt with by the Board of Arbitrators.
2) The Board of Arbitrators will also deliberate over the appeals filed by those who have not been admitted, or by members who have been suspended or expelled and have not settled the issue with the Executive Board.
3) In all the foregoing cases, the Executive Board will make a decision in compliance with the adversary principle, also trough informal procedures. Such decision cannot be challenged.
4) Appealing to other juridical entities is not permitted.
Article 18. Economic Resources
1) The association collects economic resources for the performance of its activities through:
a) Membership fees and donations from members;
b) Private donations;
c) Governmental donations, public bodies and institutions;
d) Donations from international organizations;
e) Last will and testaments and bequests;
f) Reimbursements resulting from previous agreements;
g) Any income from commercial and productive activities as laid down in Ministerial Decree of 25 May 1995.
f) Any income from fixed and other assets donated to the organisation.
i) Other forms of income which are in line with the association’s purpose of social development and with the founding principles and intentions of WI.
2) Following the non-binding opinion of the Board of Arbitrators and the Board of Auditors, it is up to the Executive Board to decide whether or not to accept any contribution, last will and testament and bequest as referred to in point 1).
3) The money is deposited at a financial institution decided on by the Executive Board.
4) Any profit must be spent on institutional activities. It is prohibited to distribute, even indirectly, the profits made by the association, reserve and hedge funds and capital so long as the association exists.
5) The President’s or the vice president’s written authorization is needed for any financial operation.
Article 19. Budget
1) The fiscal year of the association begins on January the 1st and ends on December the 31st of every year.
2) Every year before April the 30rd, the Executive Board presents at the assembly a detailed report and the balance sheet of the previous year, as well as a preview for the ongoing year.
3) The balance sheet and the budget plan must be kept at the association’s registered office and sent to all members by mail, fax or e-mail and/or published on the WI website 10 days prior to the meeting where they will be discussed.
4) Before being presented at the General Assembly for approval, the balance sheet and the budget plan must be submitted to the Board of Auditors, if appointed, in order for them to provide their opinion.
Article 20. Duration and Dissolution of the Association
1) The duration of the association is unlimited and cannot be dissolved without a decision from an extraordinary meeting convened by the Executive Board, which must then decide upon the redistribution of the existing assets in favour of voluntary organizations which operate in the same or similar fields and share the same principles as those laid down in the present articles of association.
2) The Executive Board sees to the nomination of one or more liquidators to be chosen preferably among the members.
3) The decision to dissolve the association is made according to Article 6.6.
Article 21. Referral Clause
For any case which is not covered by this article of association, the provisions laid down in relevant legislation should apply.