By-LawTHE BY-LAW OF THE NATIONAL FEDERATION PRO NATURA
The duly formed, non-partisan, non-profit, independent association named ‘Federazione Nazionale Pro Natura’, headquartered in Turin, recognized by ministerial decree on February 20, 1987, is composed of associate organizations subdivided into the following categories:
- federate associations
- aggregate associations
This is an open ended charter that can only be dissolved according to Italian law and the following statutes.
The association’s distinctive, original logo is an integral part of the charter.
The goals of ‘Federazione Pro Natura’ are:
- To raise and further awareness and respect for nature and its balance;
- To work towards environmental protection, keeping in mind man’s biological and cultural needs;
- To work to adequately protect these areas of environmental and cultural interest, while safeguarding all species therein, keeping accurate records of each intervention;
- Defend biodiversity in its various forms, while preserving environmental, economic, social and cultural values;
In order to achieve these goals ‘The Federazione Nazionale pro Natura’ outlines the following strategies:
- Coordinate and promote all activities of the federate and aggregate associations, encouraging reciprocal exchanges of information.
- Communicate the findings and results from the above activities to all relevant groups.
- Promote and support the passing of legislation, administrative provisions and all relevant initiatives that further the goals of the Federation.
- Collaborate with any and all groups or associations with similar goals.
- Publish in coordination with all other federated associations an, official newsletter to be circulated to all members.
- Intervene directly or collaborate with other similar parties in the management of oases, protected areas or objects that fit the Federation’s criteria.
‘The Federazione Pro Natura’ is the official representative of all associated organizations at both the national and international levels. Only the federation is authorized to establish representative offices or residences in Italy or abroad.
Membership requests to the ‘Federazione Nazionale Pro Natura’ are approved by the national directive council, after hearing comments from the regional organization in question, and then subject to official confirmation at the national assembly, during their next meeting. Any associations wishing to join the Federation must be incorporated through public or private act and composed of at least 25 active members.
The national assembly, upon suggestion by the directive counsel, may expel any association for not adhering to the statutes or for unpaid debts.
All associations, federate or aggregate are required to visibly demonstrate, by means of the logo, their affiliation to the ‘Federazione Nazionale Pro Natura’.
Any expelled association has the right to present a protest to the assembly.
‘The Federazione Nazionale Pro Natura’ is organized as follows:
- At the regional level members will be known as an Organizazzione Regionale Pro
- At the national level members will gather at the national assembly to nominate the national directive counsel.
All associations affiliated to the ‘Federazione Nazionale Pro Natura’ belonging to a single region, make up the Organizzazione Regionale Pro Natura. The aforementioned group may have its own administration and statutes, as long as they do not compromise those of the Federazione Nazionale pro Natura.
All those regions having only one association are subject to this statute and in particular the following articles: 7, 13, 15, 18, 20, 22, 23 referring to the Organizzazione Regionale.
The regional assembly, administrator of the Organizzazione Regionale Pro Natura, is composed of representatives from all the associations, under the same criteria as the national federation, keeping in mind the need to encourage participation from even the smallest of associations.
The Organizzazione Regionale Pro Natura is composed of member representatives, who coordinate, at the regional level, all activities of member associations within that region, and with any and all political and administrative bodies as stated in article 18.
At the national assembly, delegates participate in majority votes based on the following criteria:
- federate organizations are allowed one vote for every 25 members
- aggregate organizations are allowed a single vote.
Any association may authorize no more than 3 absentee voters from other associations, which must be in writing and authorized by the president of the delegated association.
National assemblies are either ordinary or extraordinary.
The ordinary assembly convenes once a year, sometime during the first four months:
- To analyze completed projects and those to be carried out;
- To approve the financial budget of the year in progress and review the budget from the previous year
- To elect the tri-annual directive council and auditors
- Assure the presence of a quorum in case of any absent members from the above groups
- Ratify the admission of new members and hear petitions against any proposals by the Directive Council or the proposed ouster of any members.
The assembly can nominate an honorary president in special situations regarding the protection or study of the environment.
Extraordinary assemblies may be called whenever the Directive Council deems it necessary, as well as situations requested by at least one tenth of the federate associations or at least three regional organizations, in good standing for at least six months. These groups must submit a joint, written proposal which conforms to the rules of protocol.
The extraordinary assembly deliberates on the following items:
- Modifications to the present statutes.
- Dissolution of the Federation, the naming of its liquidators and the allocation of remaining funds.
Only those associations, who according to the treasurer, are in good financial standing with the Federation, are allowed to vote. The total number of federate members in each association, counted for purposes of voting, shall be taken from the previous year’s roster.
Assemblies are called by the Directive Council by means of a written announcement, to be sent to each association, members of the Directive Council and auditors (active and proxies); at least two weeks before the set date of the meeting.
The meeting’s agenda must be included in the announcement.
Extraordinary assembly requests, as stated in Article 9, must be announced, within thirty days of a request by a federal association, conforming to the same protocol of an ordinary assembly.
In order to validate any assembly decisions, in a first meeting, there must be present at least half the members plus one; in a second meeting, decisions will be valid for any number of members present.
Extraordinary assemblies, be they first or second meetings, may pass modifications to any Statutes, with a two-thirds majority vote among members present.
However, a vote to dissolve the Federation and liquidation of funds would require a three-quarters majority vote.
The President may introduce referenda, in order to elicit opinions and comments from the members on specific matters.
The National Directive Council is in charge of carrying out programs specifically approved by the National General Assembly, coordinating these actions at the national and international levels; as well as overseeing the activities of the single federate, regional associate organizations; also interfacing with national political and administrative organizations in order to carry out approved programs at the national level.
The federation’s Directive Council shall be composed of, a minimum of five and a maximum of eleven members, elected by a vote, approved of by the National Assembly, chosen exclusively from the federate and aggregate memberships, in good standing. The representative’s position on the council will be valid for three years.
The outgoing Directive Council will establish the number of representatives to be elected, before the next assembly.
The council is also responsible for the election of the representatives of the regional organizations, as well as the Honorary president.
A member of the Directive Council may also be a member of the Regional Organizational council and/ or the National Council.
A council member absent from three consecutive meetings or at least 50% of the annual meetings will be removed from the council.
In case one or more council positions become vacant, the new members will be automatically taken from the roster of non- elected candidates, from the last national assembly.
The position of the new nominated members expires along with all other council members.
In the case of less than the minimum number of council members present, as per article 13. of the statute, the remaining members will nominate an extraordinary commissioner, effective until the next general assembly elections, to carry out regular duties in conjunction with the auditors. The extraordinary commissioner is solely and exclusively responsible for the duties of the commissioner replaced.
Election of the new Directive Council will be convened by the outgoing President or by the Commissioner, and must be called within thirty days of election. The council will elect from its members the president, to vice-presidents and the secretary general. The treasurer will also be elected, and may be chosen from out side the council.
The Directive Council and the duties attributed to its members are unsolicited, tri-annual, and renewable. The Directive Council decides by majority vote, in the presence of at least half of its members, plus one. In order to decide on the ouster of any federation member, whose actions do not abide by these statutes, or damage the federation’s name; a two-thirds majority vote is required.
The Directive Council may be convened at any time, when deemed necessary by the President. The Council may also be convened within 15 days of a written request made after a majority, deciding vote of half the Council plus one. Every request by the Council for a meeting must provide notice to each Councilor as well as to each Regional Representative, at least ten days in advance, while including the meeting’s agenda in the notice.
The Directive Council may delegate its authority to the President, while determining said limits. The Council may also delegate specific duties to certain sectors. The following actions may not be permanently assigned to any member:
- The purchase, sale or exchange of real estate and the establishment of property rights.
- Control of real estate mortgage contracts regarding any National Federation properties, or mortgage negotiations in general.
- Drafting of Mortgages and loans.
- Assumption of monetary exchange obligations.
- Confirmation of special procedures.
It is the duty of the treasurer to draw up all summaries of financial balances and proposals.
All financial proposals must be approved by the Directive Council.
The official legal representative for the ‘Federazione Nazionale Pro Natura’ in regard to judgments and third party situations is the President.
The Regional Organization, recognized, in accordance with this statute, by way of its temporary representative, may assume legal responsibility for matters regarding their territory, such as taxes or benefits, in accordance with legislative decree 152/2006 and any eventual modifications.
The Directive Council may give the Federation’s power of attorney to specific components, in regard to delegated power, while expressly indicating the need for a single or joint signature.
REPRESENTATION IN PUBLIC INSTITUTIONS
In light of current environmental legislation regarding associations, voluntarism and civil defense, If a Regional Organization exists at a specific regional level, that organization is responsible for local public institutional representation.
All public institutional representation of the Federation on the national and inter-regional levels is the responsibility of the Directive Council.
Regional associations and single federate associations may authorize the appointment of environmental and faunal wardens, in keeping with current national and local norms. Wardens are explicitly in the service of voluntary environmental protection, and subject to the authority of their regional organizations, in the person of the ‘Provincial Vigilance Coordinator’.
The Directive Council may establish research studios for technical/scientific consultation.
V- MEMBERSHIP DUES
Each member must pay their dues every year by March 31st. The amount owed by single Federate association members will be calculated on a per-capita basis. The amount owed by the aggregate associations will be a flat-rate established by the Directive Council, and divided equally among each association. All dues proposed by the Directive Council (per-capita/aggregate) will be subject to Assembly approval.
VI - RELATIONSHIP BETWEEN VARIOUS ORGANIZATIONAL LEVELS
The associate organizations retain complete autonomy and operating freedom within their particular range of activity, however, they must always remain within the parameters established by the National Assembly. Therefore, they may establish their own statutes in keeping with and not conflicting with these statutes.
The ‘Federazione Nazionale Pro Natura’ will endeavor to help members and regional organizations to accomplish connections and collaborations in multidisciplinary fields, seeking out experts in various fields whose goals are environmental and resource protection. The ‘Federazione Nazionale Pro Natura’ will also endeavor to furnish members, upon request, with any environmental information or materials in its possession.
All aggregate and federate associations will furnish the Federation with any environmental information or materials in their possession.
The regional associations and single associations must notify the Federazione Nazionale of any activities or initiatives in which they are engaged. An annual report will be furnished, summarizing said activities. All Regional associations must furnish any published materials to the Federazione Nazionale.
Any and all initiatives at the national or international levels, that involve specific federal responsibility, may be directly carried out by the Federazione Nazionale, or may be petitioned, upon mutual agreement, by the member or regional organization in question.
The assets of the ‘Federazione Nazionale Pro Natura’ consist of:
- Member dues.
- Leftover sums from Assembly approved activities.
- Any contributions, left or donated by public or private parties, associations or individual members, by societies or individual people, provided it does not compromise the credibility and independence of the Federazione.
The Directive Council has the authority to accept or reject offers of contributions or donations or endowments, in keeping with the above stipulations. As long as the Federation exists, property and finances or any part therein, may not, for any reason, be distributed to any members of the Federation. In the event of the dissolution of the Federazione Nazionale, after liquidation of any outstanding debts, an extraordinary assembly will decide on the distribution of any remaining assets, as determined in article one.
The Federazione Nazionale administration is controlled by three auditors, elected to three year terms, during an ordinary national assembly. In addition, two alternate auditors will be elected, in case any of the original auditors are unable to perform their duties. They will retain the position until the next national assembly. In case of misuse of an auditor’s authority, all pertaining laws in the Civil Code will be applicable.
Every year, before the end of February, the Directive Council must draft a financial balance-sheet estimate, relative to the year in progress, as well as a final accounting for the preceding year, including a summary of assets, earnings and expenditures.
The balance-sheet estimate and final accounting from the previous year shall be promptly delivered to the current auditing team along with a list of proposals for future expenditures.
In case of a decision to dissolve the ‘Federazione Nazionale Pro Natura’, the National Assembly will nominate three liquidators to carry out the procedure.
X-REFERENCES TO THE CIVIL CODE
Anything not covered in this document shall be covered by the norms of the Civil Code.