/ BYLAWS

BYLAWS of the “INTERNATIONAL WELCOME CLUB OF TRIESTE REGION”

ARTICLE I
Section 1 – NAME – A cultural association with the name INTERNATIONAL WELCOME CLUB OF TRIESTE REGION (“IWCTR”) shall be established.

ARTICLE II
Section 1 – DURATION – The duration of the Association shall be indefinite.
It shall cease in case:
a) its dissolution is being expressly deliberated;
b) The number of members drops under the minimum required for it to function.

ARTICLE III
Section 1 – OFFICE – The office of the Association shall be located in Trieste.

ARTICLE IV
Section 1 – PURPOSE – The Association is not-for-profit and can operate in Italy and abroad.
The Association is non-political and non-religious and its purpose is to promote intercultural friendship and understanding between its members of different nationalities and the local and regional communities, Italian and across the borders, through networking events and activities.

ARTICLE V
Section 1 – MEMBERS – The associates, who may be either natural or legal persons, shall be called “Members”.
Section 2 – The number of Members is unlimited. The membership fee is not transferable (except for mortis causa) and not revaluable.
Section 3 – Members can either be:
a) Founding Members;
b) Honorary Members;
c) Ordinary Members.
Section 4 – Founding Members shall be those who contributed to the Association’s establishment, by signing its Articles of Incorporation.
Section 5 – Honorary Members shall be appointed for having contributed or contributing to achieve the purpose of the Association.
Section 6 – Ordinary Members shall be those who requested to become members and have been accepted as such.
Section 7 – The members of all categories shall engage in respecting all the rules from the Association’s Bylaws and Regulations.
Section 8 – Membership terminates by
a) Death;
b) Resignation;
c) Expulsion.
In case the behaviour of a member is not in line or is in contrast with these Bylaws or the Association’s Regulations, which will eventually be adopted by the Assembly, as well as its guidelines, the Board of Directors shall have the faculty to deliberate the member’s expulsion without reason.

ARTICLE VI
Section 1 – GOVERNING BODIES – The Association’s Governing
Bodies are:
a) the Assembly;
b) the Board of Directors;
c) the President.

ARTICLE VII
Section 1 – ASSEMBLY – The Assembly shall be made up of all the Members and shall be the Association’s supreme Body.
Section 2 – The Assembly may be Ordinary or Extraordinary.
– The Ordinary Assembly shall be called by the President, who shall suggest the agenda, within the second quarter of every solar year.
– The Extraordinary Assembly shall be called by the President if requested by written by the majority of the Board of Directors or at least one forth of the members.
Section 3 – Every attendee of the Assembly shall have only one vote. A member may give a written proxy to another member; members may not have more than one proxy.
Section 4 – The Ordinary Assembly deliberates by public vote and simple majority (50% plus one of those present);
The Extraordinary Assembly deliberates amendments to the Bylaws and the Association’s dissolution, for which a vote of at least 2/3 (two thirds) of the members is required.
Section 5 – The work of the Assembly is coordinated by the Assembly’s President, who shall be elected each time. The so elected President shall designate one of those present as Secretary of the Assembly.
Section 6 – For every meeting minutes shall be written by the Secretary of the Assembly, which shall be signed by the President of the Assembly and the Secretary.
Section 7 – The Assembly shall have the following power and/or duties:
a) Elect the Board of Directors from among the members;
b) Express opinions and suggestions with regard to the overall direction of past and future operations;
c) Deliberate on every matter submitted by the Board of Directors such as:
– The inventory of the assets;
– The financial statements and the budgets;
– The moral and technical report of the past year;
– The programme for the coming year;
– Rules and regulations and their updates;
– Amendments to the Bylaws (as described in Section 4 of these Bylaws);
– The dissolution of the Association (as described in Section 4 of these Bylaws);
– Exclusions of ordinary or honorary members;
– All matters on the agenda.

ARTICLE VIII
Section 1 – BOARD OF DIRECTORS – The Board of Directors shall be governing and managing the Association.
Section 2 – The Board of Directors is made up of a minimum of five and a maximum of seven members who shall remain in office for two years and may be re-elected.
Section 3 – The first Board of Directors shall be designated in the Articles of Incorporation.
Section 4 – During its first meeting, the Board of Directors shall elect its President and, if considered appropriate, may appoint other positions from among its members, by determining the duties, tasks, limits and responsibilities for every single position.
The positions to be filled are the following:
a) A Vice-President, who shall cooperate with the President and shall replace him to all effects, in case of absence and/or unavailability;
b) A Secretary, who shall take care of the conservation of the Association’s documents, making them available to the members;
c) A Treasurer, who shall take care of the Association’s administration and accounts.
d) A Public Relations Officer. All the aforementioned positions, including the President, shall remain in office for the same duration as the Board of Directors and shall be voluntary and unpaid.
Section 5 – Should the number of Directors drop for any reason during the term under the minimum of five as foreseen by these Bylaws, the Board of Directors shall appoint, by unanimous vote and from among the Association’s members, new directors, who shall remain in office until the end of the term.
Section 6 – The Board of Directors shall meet at least once a year. The meeting shall be called by the President or by at least two of its directors.
Section 7 – The Board of Directors deliberates by public vote and simple majority (50% plus one of those);
In case of:
a) Proposed amendments to the bylaws;
b) Proposed dissolution of the Association;
c) Co-option of Directors to replace resigned or dismissed directors according to Section 5 above;
d) Admission of new ordinary or honorary members; the unanimous vote of the whole Board of Directors shall be required.
Section 8 – The meetings of the Board of Directors shall be valid if at least 50% plus one of its components attends.
Section 9 – The meetings of the Board of Directors shall always be presided by its President, who entrusts a secretary, who is chosen among those present at the beginning of the meeting, with the drawing up of the minutes, which shall be signed by all those present and be kept with the Association’s documents.
Section 10 – The Board of Directors shall:
a) Manage the Association;
b) Supervise the observance of the Bylaws and the Regulations;
c) Inform the Assembly of any initiative undertaken, to be carried out or to be completed;
d) Establish the guidelines for the implementation of the provisions of the Bylaws, and set the manner of its execution and control;
e) Implement all decisions taken by the Assembly and give and revoke proxies;
f) Arrange the following documents and submit them to the Assembly for voting:
– The Inventory of Assets as of December 31st of every year;
– The Financial Statements as of December 31st of every year;
– The Budget as of January 1st of every year;
– The moral and technical report of the year ended;
– The programme for the upcoming year;
– The internal Regulations and their updates;
– The membership fee to be deliberated year by year;
– Suggest amendments to the Bylaws;
– The report explaining the supposed dissolution of the Association;
– The list of applicants to become Ordinary and Honorary Members;
– The list of Ordinary and Honorary Members to be expelled for serious moral or disciplinary reasons or for their noncompliance with the rules set by the Bylaws and the Regulations of the Association or for having acted in contrast with the purposes of the Association.

ARTICLE IX
Section 1 – PRESIDENT – The President of the Board of
Directors shall be the President of the Association and shall as such:
a) Be the legal representative of the Association towards third parties;
b) Have the faculty to collect and issue receipts on behalf of the Association;
c) Sign all acts and documents which are binding the Association;
d) Call the Assembly, as described above;
e) Call and preside the Board of Directors, as described above;
f) Guide and coordinate the execution of the decisions taken.
Section 2 – In case of absence and/or unavailability, the President shall be replaced to all effects by the VicePresident.
Should the Vice-President be absent and/or unavailable as well, the presidency will be taken over temporarily by the senior component of the Board of Directors.

ARTICLE X
Section 1 – ASSETS – All members, except for the Honorary Members, shall pay the Association’s Membership Fee, which shall not be reimbursed for any reason.
Section 2 – The Association’s Assets are made up of the Membership Fees as well as possible grants, donations, legacies, financing which the Association may have received, and of possible income from cultural and/or recreational initiatives.
No distribution shall be made, neither direct nor indirect, of profits, operating surplus, funds, provisions or capital during the Association’s lifetime, unless such distribution is required by law.
Section 3 – The Association’s initial Assets are made up of the Founding Members’ fees. In the event of dissolution of the Association, its Assets shall be donated to another association having similar purposes or of public usefulness, after consultation of the Monitoring Body according to the provisions of Italian Law Nr. 662/97, Article 3, Section 190.
Section 4 – The Association shall be non-profit and therefore any income shall always and in any case be donated and/or designated to purposes relating to the Association.

ARTICLE XI
Section 1 – LANGUAGE – The Language used in all internal and external relations shall be English.
Section 2 – PROVISIONS – For all matters not expressly governed by these Bylaws, the Italian Civil Code and applicable special laws shall apply.

Signed Eleonore Jenny Ursula JACOBI WOLTER
Signed Patricia KERVYN DE VOLKAERSBEKE
Signed Stephanie LIGNERES MAKSIMOVIC
Signed Daniela PICK-TAMARO
Signed Clemi SLONIM
Signed Dott. Furio DEI ROSSI – Notary

AMENDMENT TO THE BY-LAWS as per Article VII section 4:

The Extraordinary Assembly of March 23, 2016 deliberated an amendment to these by-laws as follows:

ARTICLE VIII
Section 2 – The Board of Directors is made up of a minimum of THREE and a maximum of seven members who shall remain in office for two years and may be re-elected.