Articles of Association

ARTICLES OF ASSOCIATION FOR A CULTURAL SOCIETY

HI-RES DIGITAL APS
CENTRE FOR MUSICAL ARTS AND IMMERSIVE AUDIO




ESTABLISHMENT, TRADE NAME, REGISTERED OFFICES.

ARTICLE 1 - Establishment and Registered Offices
A non-for-profit association, organized in the form of social enterprise is hereby established, pursuant to and by effect of Articles 36 et seq. of the Italian Civil Code and under Legislative Decree No. 117 of 3 July 2017, as amended and supplemented (hereinafter referred to as “Third Sector Code”), under the trade name «Hi-Res Digital - APS» (hereinafter, “Hi-Res Digital” or the “Association”). The term “Social Enterprise” and the acronym “APS” can be used only and exclusively if and as long as the Association is recognized as such by the competent authority and maintains the relevant qualification.

The substance and internal organization of the Association are guided by principles of democracy, solidarity, transparency, and equal rights and  opportunities for all its members,
by fostering their participation in the Association irrespective of financial conditions and without any form of discrimination. The period of duration of the Associations is perpetual.

The Association has its registered offices in the City of Cremona. The Governing Board of the Association may also establish both physical or virtual operating offices, administrative headquarters, and local sections. In this case, a change in the Association's registered office address shall not be intended as a modification of these Articles of Association. The Governing Board reserves the right to transfer the primary registered offices of the Association where applicable within the territory of the City of Cremona.

Article 2 - Objectives and Activity
The Association does not pursue profit, whether direct or indirect, as its objective, and operates through the provision of direct contributions in terms of services rendered free of charge by its members.  The Association pursues the objective of disseminating and promoting culture and the knowledge of musical arts, including vocal or instrumental, the relevant technical arts aimed at putting into practice and creating musical and multi-media products for immersive, multi-channel, and binaural audio conceived to advance and disseminate new art forms - according to the highest standards of practice and quality control - through contacts between people, agencies, bodies, and associations, for the purpose of promoting art, culture, solidarity and community-oriented initiatives, and with the aim of  elevating the human spirit and further social interest activities. To attain its statutory purposes, the Association may carry out various activities, including those listed below by way of example and not limitation:

  • undertake any kind of musical, technical, or cultural promotion activities in favour of its members, whether carried out in person at physical venues or virtually on-line, and more generally assist and promote any kind of initiative aimed at advancing and producing immersive audio works.
  • operate in accordance with sound syncing and post-production methods, organise musical events and produce audiovisual content, in all of their respective phases and aspects.
  • further and support the establishment of musical culture and technical/musical post-production hubs, and schools or academies focusing on musical arts.
  • organise foundation, training, professional development, and further education courses primarily aimed at the members of the Association, in relation to immersive audio postproduction, musical arts, their styles, repertoires, techniques, and anything connected thereto, with a specific focus on vocal music, as indicated above.
  • organise and promote research initiatives, debates, conventions, figurative arts and music installations, cultural events, exhibitions, shows, competitions, and festivals, where applicable also providing for forms of recognition and support to participants and/or to bodies and associations with similar objectives.
  • create and strengthen relations with similar organisations in Italy and abroad, foster and encourage collaboration with artists, musicians, technical producers, taking part in initiatives promoted by other associations, bodies, and institutions.
  • undertaking the management of facilities, venues, and events in line with the pursuit of the Association's statutory purposes.
  • undertake independent publishing activities via printed, video, or digital media, and through the Internet, the Web, and any other suitable means, and in the same way see to the publication and dissemination of information material regarding the Association's activities.

For the pursuit of the above purposes, the Association carries out - primarily in favour of its members, their relatives and cohabitants or third parties - one or more of the following activities of general interest, focusing on

  • education, learning, and professional training, pursuant to Law No. 53 of 28 March 2003, as amended, and cultural activities of social interest with educational purposes.
  • Activities aimed at the protection and advancement of cultural heritage and the relevant territory, pursuant to Legislative Decree No. 42 of 22 January 2004, as amended.
  • Graduate and post-graduate educational programmes.
  • Organisation and management of cultural, artistic or recreational activities of social interest, including activities, such as publishing, for the promotion and dissemination of the culture and practice of volunteer work and the general interest activities detailed in this Article.
  • Organisation and management of tourist activities with a social, artistic, cultural, technical, or musical interest.
  • Extra-curricular educational activities, aimed at preventing early school leaving and at fostering academic and professional training success, discouraging bullying, and combating educational poverty.
  • Humanitarian inclusion and social integration of migrants
  • Promotion of the culture of legality, peace among people, non-violence, and non-armed defence.
  • Promotion and protection of human rights and civil, social, and political rights, and promotion of equal opportunities between men and women and mutual assistance initiatives, including the time banks as per Article 27 of Law No. 53 of 8 March 2000, and Gruppi di Acquisto Solidale or ethical purchasing groups as per Article 1(266) of Law No. 244 of 24 December 2007.

The Association may furthermore carry out activities other than the general interest activities listed above, provided they are secondary and instrumental to the same, which shall be identified by the Governing Board always in strict adherence to the criteria of and within the limitations set out under the relevant Ministerial Decree. 

For the purpose of carrying out the above activities, the Association primarily operates through the volunteer work of its members, in compliance with the provisions of the Third Sector Code, and without prejudice to the obligation to enter the names of the volunteers providing their services on a non-occasional basis.

However, in case of need, pursuant to Regional Law 1/2008, Article 17(1)e and in compliance with the relevant provisions of the Third Sector Code, the Association may hire employed workers or use the services of paid self-employed professionals including by selecting the same from among its members, without prejudice to the incompatibility between the provision of volunteer services and paid work by the same individual to the same organisation, as established from time to time under applicable law. In any case, the number of paid workers employed in the Association's activities cannot exceed fifty percent of the number of its volunteers or five percent of the number of its members.
 
The Association provides insurance against accidents and illness connected to the performance of volunteer activities, as well third-party liability insurance, to the volunteers who provide their services to the Association. Such insurance coverage constitutes an essential element to the  agreements in place between the Association and public administrations. 

In order to reach its statutory purposes, the Association, should the need arise, may enter into agreements with Public Entities or other associations.

For the purpose of sharing and to better achieve its objectives, the Association may become an affiliate, enter into agreements, or collaborate with associations, federations, or entities - whether national or foreign - that pursue the same statutory purposes, harmonizing its own procedural guidelines where needed, and incorporating their regulations where required.

Article 3 - Members
The individuals who sign the Articles of Association shall be members of the Association in the capacity as Founding Members and anyone who submits an application, and whose application is accepted by the Governing Board of the Association shall be a member of the Association in the capacity as Ordinary Member.

Membership is open to all individuals, men or women, who share the Association's statutory purposes and objectives and are over 18 years of age. Individuals under the age of 18 may become Members of the Association only with the written consent of their parent or guardian, who shall exercise in their name the right to vote in the general meeting. Underage Members may stand as candidates for an elective positions within the Association only upon reaching the age of majority, and subject to their meeting the relevant requirements for said positions.

Anyone wishing to join the Association must submit an express membership application to the Governing Board. In the membership application, aspiring members declare to accept without reservation the Articles of Association of the Association, its rules, regulations, and resolutions of its internal bodies. The Governing Board addresses membership applications in the next meeting after they are received by the Association, resolving to either accept or reject the same. In case of acceptance, the Governing Board records the relevant names in the Member Register; in case of rejection, the Governing Board communicates the reasons that led to said decision to the relevant party, within 60 days; in the following 30 days, the party whose application was rejected may ask the General Meeting (or, where established, the Board of Appeals or Arbitrators) to reach a decision on such regard; the General Meeting (or Board of Appeals or Arbitrators where applicable), resolves on any non-accepted applications at the earliest meeting, unless it is convened expressly to address said application or applications.

If no communication is received after 60 days from receipt, an application shall be intended to have been accepted. The validity of the qualification as member - effectively achieved upon acceptance of the relevant membership application by the Governing Board - is subject to payment of the membership fee.

The General Meeting may appoint as Honorary Memberships  individuals who made a special contribution to the life of the Association; Honorary Members acquire the qualification as Member only after their appointment is accepted.

The division of Members into the above categories does not entail any difference in terms of treatment with respect to their rights and duties towards the Association; each Member has the right to take active part in the life of the Association.

The Governing Board may also accept membership requests submitted by social enterprise associations, in the person of their legal representative or their delegate; it may also accept membership requests submitted by legal persons, Third Sector entities, or non-for-profit organisations, as long as their number does not exceed 50% of the number of social enterprise associations.

The membership status is permanent, and may only be lost in the cases listed under Article 4; temporary participation in the life of the Association is therefore excluded. The Association shall reject any applications that violate the above principle by introducing admission criteria that restrict any rights or are temporary.

The number of Members is unlimited, but in any case it cannot be lower than the minimum number established from time to time by law.

The Association adopts, and internally promotes, the principle of “equal opportunities” for women and men, and respect for inalienable human rights; in regard to Member admissions, the Association does not accept any limitations relative to financial conditions, and rejects any and whatsoever form of discrimination of any kind.
Membership fees, as well as the right to take part in the Association, are strictly non-transferable. In addition, Members cannot connect, in any manner, their participation in the Association to the ownership of capital shares or stock.

The services rendered by the Members of the Association are prevalently rendered free-of-charge. Members may also receive a reimbursement for expenses actually incurred in providing services to the Association, within the limits laid down beforehand by the Governing Board. The sums paid by way of Membership Fee cannot be reimbursed, revalued, or transferred.

Article 4 - Loss of Membership
Membership status may be lost due to

  • death
  • forfeiture when failing to pay the Membership Fee
  • forfeiture when failing to meet Membership requirements as established by Law or under the Articles of Association
  • voluntary resignation
  • exclusion or expulsion in connection to serious incidents ascribable to the Member. These may include non-compliance with the provisions of these Articles of Association, any applicable regulations, the Code of Ethics, and the decisions of the Association's bodies; instances of behaviour and activities conflicting with the purposes of the Association and internal democracy principles; having caused the Association to suffer material and moral damages.


In regard to the above behaviours, the Governing Board shall assess the seriousness of the events and may adopt less serious disciplinary measures than expulsion, which may include written warnings or temporary suspension of membership rights for a specified period of time not exceeding one year. The Governing Board shall adopt the above disciplinary measures or resolve to expel a Member by taking into account the seriousness of the relevant behaviour or violation and any repeated misconduct or other instances of behaviour and violations committed by the same Member.

The Governing Board shall notify the Member of said charges in writing, so as to allow such Member to present, also in writing and within the next 10 days, their rebuttal arguments or justification to the Governing Board, for the purpose of a review of their case; the Member may also ask to be heard in person. If the review leads to negative conclusions, or if 10 days have passed and no rebuttal arguments or justifications have been received from the Member, the Governing Board shall take the relevant disciplinary action and inform the Member thereof; within 15 days of receipt of said communication, the Member may have recourse to the General Meeting (or the Board of Arbitrators, if in place). The body assigned to said review shall, after granting both sides an additional opportunity to be heard and argue their case, issue a final decision within 30 days from the submission of the appeal.  The disciplinary measures taken shall not be suspended pending the outcome of the appeal.

Failure to pay the membership fee within two months of the start of each financial year shall automatically result in forfeiture of membership without any further formalities.

A Member may at all times withdraw from the Association. Anyone wishing to do so must communicate their decision in writing to the Governing Board, which shall pass a resolution in such regard and communicate it to said Member. Withdrawal shall be valid starting on the date in which the Governing Board passes the relevant resolution.
 
On account of the fact that membership fees cannot be reimbursed, revalued, or transferred, any individual who, for any reason, has ceased to be a Member of the Association, is no longer entitled to any rights over the assets thereof, and to any reimbursement of the membership fee.

A Member's withdrawal, exclusion, or forfeiture shall automatically determine termination of their office within the Association.

Article 5 - Members Rights and Duties
Members are expected to

  • comply with the rules of the Articles of Association, any internal regulations and the resolutions passed by the Association's bodies
  • sign any statements of commitment in respect to the above.
  • pay the Membership Fee established every year in the amount and in accordance with the manners stated
  • carry out activities that have been mutually agreed-upon with the Association in advance
  • act in ways that are consistent with the purposes of the Association Members have the right to
  • have access to the premises, where any, or the events of the Association 
    from remote, take part in all the activities promoted by the Association, and use all the services provided by the same.
  • be informed of the projects through which the Association intends to achieve its objective.
  • put forward projects and initiatives to be submitted to the Governing Board.
  • take part in General Meetings, where up to date with their yearly membership fee, and, for individuals who have been Members for at least three months, vote personally or via proxy (including to approve and amend the Articles of Association and any other regulations)
  • elect and be elected - the latter only where over 18 years of age - to the Association's governing bodies
  • have access to all the documents and records of the Association, as further detailed below.
  • be reimbursed for any expenses incurred on behalf of the Association and duly documented, in compliance with internal policies.
  • tender their resignation at any time.

With regard to access to the documents and records of the Association, a Member must send a written request to the President via  registered letter with proof of receipt or Certified E-Mail (PEC), with at least 15 days' prior notice. Such access may occur either at the headquarters of the Association or through the Association's proprietary computer systems in ways such as to ensure time-limited and user-limited access to the accessible information without hindering the management of the Association's activities, during the working hours indicated by the Association; should a Member request to extract a copy of any documents, this shall be at the care and expense of said requesting Member. Members are under obligation to keep the facts and the documents they gain knowledge of as confidential, and shall be liable for any damages suffered by the Association in the event of unauthorised disclosure and/or utilisation of any facts and/or documents pertaining to the Association. In any event, the Association may ask the Member to sign a commitment not to disclose and/or use the documents and information accessed.

Article 6 - Association Bodies
The Bodies of the Association include

  • the General Meeting of Members
  • the Governing Board, management body of the Association
  • the President

When the requirements established by Law are met, the Association shall also appoint a Supervisory Body and an Auditor; said bodies may in any case be created at any time
 
the Association should deem it opportune. The Association may also appoint a Board of Appeals or Arbitrators.

All of the Association's officers are elected and primarily voluntary, and their term of office shall be three years. Any Members who hold offices within the Association are entitled to reimbursement of any expenses incurred, in the manners and forms established by the Governing Board applicable to all the members.

Article 7 - General Meeting of Members
The General Meeting of Members is the highest decision-making body of the Association. The General Meeting is formed by all the Members who are up to date with their yearly membership fee; the right to vote is given to all the Members whose names have been listed in the Members Register for at least three months.

Each Member is entitled to one vote, and may be represented in the General Meeting by a different Member by written proxy, which may also be added at the foot of the notice of call. Each Member may represent no more than two members, herself or himself included, at the General Meeting.

By express resolution Members may be allowed to take part in the General Meeting from a remote location via video conference and/or telecommunication, as long as the identity of each Member who takes part and votes in the General Meeting can be verified.

General Meetings are called by the President through a written notice of call, even just through digital media, meaning through publication of the notice of call on the Association's official Website and telefax or e-mail communication to the addresses listed in the Members Register. The notice of call shall include a place, date, and time of first and second call (the second at least one day apart from the first), and the relevant agenda. Notices of call must be sent at least 15 days prior to the General Meeting.

An ordinary General Meeting is called at least once a year to approve the financial statement for each financial year, and every time it is considered necessary. A General Meeting may also be called based on a reasoned request expressed in writing by the Governing Board or at least 10% of all the Members who are up-to-date with their annual membership fee; in this case the General Meeting must be called at least 60 days from the date of receipt of the relevant request. The ordinary General Meeting is called for the following non-derogable tasks:

  • laying down the principles and general guidelines of the Association
  • drafting proposals for the Association's institutional, secondary, and instrumental activities
  • approving annual financial statements
  • approving any internal regulations
  • appointing and dismissing the members of the Association's bodies, and namely the Governing Board, and, if one is established following an express resolution, the Board of Appeals or Arbitrators
  • appointing, where mandatory under the Third Sector Code, a Supervisory Body, external auditing firms, or person in charge of conducting the statutory auditing of accounts
  • passing resolutions on the liability of members of the Association's bodies in the event of liability actions against them
  •  excluding or expelling Members in the event of appeals against the decisions of the Governing Board, as detailed in Article 4 of the Articles of Association (in the event that no Board of Appeals or Arbitrators is in place).
  • appointing any Honorary Members
  • approving regulations for conducting General Meetings
  • amending the Articles of Association and By-Laws.
  • dissolving, transforming, merging, or de-merging the Association
  • passing resolutions on other matters falling within competence of the General Meeting as established by laws, the Articles of Association, or By-Laws
     

Other tasks of the General Meeting include, by way of example and not limitation,

  • examining matters raised by anyone submitting a request for examination, or by the Governing Board
  • approving any decisions falling within its sphere of competence but adopted by the Governing Board in case of urgent matters
  • passing resolutions on any matters pertaining to the management of the Association.

The General Meeting is presided by the President of the Association, whereas the Secretary drafts the Minutes of the General Meeting. Every General Meeting is recorded in Minutes, which are then entered in the Register of Meetings, available to and freely accessible by Members.  The resolutions of the General Meeting are binding upon all the Members.

In first call, the General Meeting - both ordinary and extraordinary - is validly constituted when one-half plus one of all the Members entitled to vote are present, whether in person or by express written proxy. In second call, the General Meeting is validly constituted irrespective of the number of Members in attendance; the second call must be at least one hour from the first.

The General Meeting passes resolutions on the items in the agenda by a simple majority of the votes cast by the Members in attendance. In resolutions for the approval of the financial statements and regarding their liability, the members of the governing bodies have no voting rights.

An extraordinary General Meeting of Members may be called by the Governing Board or the President to pass resolutions on amendments to the Articles of Association or structure of the Association (mergers, de-mergers, or transformations), and to dissolve and liquidate the Association. In these cases, the majorities required under Articles 18 and 19 below shall apply.

Article 8 - Governing Board
The governing body acts by implementing the will and general guidelines of the Association, towards which it is directly responsible and from which it may be dissolved on serious grounds, explained in a statement of reasons.

The Governing Board remains in office for three years and its members can be re-elected; it is formed by a minimum of 3 to a maximum of 7 permanent members elected from among the Members - natural persons only - by the ordinary General Meeting, which, prior to election, shall determine the number of members of the Board. Article 2382 of the Civil Code regarding the causes for ineligibility and forfeiture apply.

The General Meeting called to elect the members of the Governing Board may, at the opening the Meeting, appoint or elect an Electoral Committee formed by three Members who are not candidates for office, to set up a polling area and preside over voting operations, when the General Meeting decides - with the majority of the attendees with voting rights - to proceed with voting by secret ballot.

In its first meeting, the Governing Board elects from among its members a President, a Vice-President with deputy functions, a Secretary, and a Treasurer. The appointments as Secretary and Treasurer may be held by the same person. The Board may furthermore appoint an Artistic Director for musical, vocal, and instrumental activities, and a Technical Director for audiovisual production and post-production activities. The Board may distribute among its members other functions pertaining to specific needs in connection to the Association's activities, or create working committees, indicating and appointing the relative chairs.

The meeting of the Board is ordinarily called by the President at least once a year to approve the financial statements, via letter or digital communication or telefax, sent at least eight days before the meeting. The Meeting of the Board may be called when at least one third of the members of the Governing Body make a written and reasoned request thereof; in this case, the President must call the Meeting within 30 days of said request.

The meetings of the Governing Board may also take place via video conference and/or telecommunication media, as long as the identity of each member of the Board who takes part and votes in the meeting can be verified.

The meetings of the Governing Body are valid when the majority of its elected members are present; its resolutions are approved by the absolute majority of the members in attendance. Other Members or external experts may also be invited to take part in the meeting of the Governing Board, but they may only cast advisory votes.

The resolutions of the Board are recorded in minutes by the Secretary, who signs them together with the President. The minutes are filed on record and are available to any Members who request access thereto, in the manners detailed in Article 5 of these Articles of Association.

The sphere of competence of the Governing Board includes anything which is not exclusively reserved, by law or under the Articles of Association, to the competence of the General Meeting of Members or other bodies of the Association, limited to the scope of the principles and general guidelines set by the General Meeting of Members. The specific purpose of the Governing Board is to carry out all the acts and operations for the proper management of the Association.

In particular, among others, in the ordinary management of the Association, the Governing Board is tasked with

  • formulating the Association's activity projects based on the lines approved by the General Meeting of Members
  • carrying out, as per the instructions of the General Meeting, the executive operations relative to the Associations and implement the General Meeting's resolutions
  • preparing the documents to be submitted to the General Meeting and formalise the documents for the management of the Association
  • stipulating all the instruments and contracts pertaining to the Association's activities
  • passing resolutions with respect to any legal proceedings brought by or against the Association
  • curating the management of all the movable and immovable assets property of the Association or entrusted to the same
  • preparing any internal regulations, to be submitted to the approval of the General Meeting
  • establishing the criteria and reimbursements to volunteers and Members, for the expenses actually incurred for the activities carried out in favor of the Association
  • determining the amount of membership fee due for each year
  • accepting or rejecting, through express resolution, the membership applications of aspiring members, and curating the keeping and updating of the Members Register
  • passing resolutions on disciplinary actions against Members, including expulsion, and adopting by resolution the withdrawal notices received from each Member
  • preparing the financial statements to be submitted to the General Meeting, within time-frames and in ways such as to enable the approval thereof within the end of the month of April
  • identifying the different activities as per Article 6 of the Third Sector Code, as amended and supplemented, the Association may carry out
  • transferring the registered offices of the Association where available within the territory of the same municipality, and establish secondary branches, administrative offices, local sections, and virtual branches.
  • establishing working groups or sections formed by Members
  • deciding on the ways the Association may take part in the activities organised by other associations or entities
  • supervising the progress of all of the Association's activities and coordinate the same

In the event of resignations tendered by one or more members of the Governing Board, or in the event of termination from office or unjustified absence on three consecutive instances, the Board itself makes any due replacement by appointing the first of non-elected candidates from the General Meeting, for renewal of the Association's offices. The new members of the Board shall in any case remain in office until the natural and original expiry of the Governing Board’s term of office.

Should the above procedure be impossible to implement, the Board shall not replace any members until the next General Meeting of Members, who will then elect replacement members to reinstate the Board until its natural expiry.

However, where the majority of the members of the Board should no longer be in office, the remaining members shall call, within 15 days, a General Meeting of Members to elect a new Governing Board. The Governing Board may delegate the ordinary management of the Association to an Executive Committee, which meetings are recorded in the dedicated register.

Article 9 - President and Vice-President
The President of the Association is elected by the Governing Board from among its members, by the majority of the votes cast and their term of office is three years. The President has authority to sign and is the legal representative of the Association before third parties and in legal proceedings; to this effect, the President executes all the administrative instruments that bind the Association, and signs them.

By way of example and not limitation, the President is authorised to collect payments and accept donations of any kind and for any reason, from Public Administrations and Entities and from privates, issuing waivers and receipts; they are authorised to stipulate, with the prior consent of the Governing Board, agreements or equivalent instruments with Public Entities or other associations; they can open and close postal or bank current accounts, and authorise payments in concert with the Treasurer.

The President presides over and calls the Meeting of the Governing Board, sees to the proper conduct thereof and signs the minutes of each meeting; in case of need or emergencies, they take decisions that fall within the scope of competence of the Board and submits them to the Board’s approval at the earliest Meeting of the Board.
Similarly, the President calls the General Meeting of Members and signs the relative minutes.

The term of office of the President is the same as the Governing Board, and ceases upon expiry of their appointment, by voluntary resignation, or when their appointment is terminated, on serious grounds, by decision of the General Meeting, by the majority of the votes cast by the Members in attendance.

No later than a day prior to the expiry of the term of office of the Governing Board, the President calls the General Meeting to appoint the new members.

The Vice President replaces the President in all their capacities every time the President is prevented from exercising their functions;  in this case, for every act or instrument, the Vice President signs jointly with the Treasurer. The Vice President manages, in concert with the President, the bookkeeping, current account, and cash of the Association. The above tasks may be assigned by the Governing Board to a different member of the Board, who takes the office as Treasurer. The Vice President reports to the Governing Board, in all its meetings, on the Association's expenditures and receipts, and on the status of its assets. In case of resignation of the President, the Vice President is responsible for calling the Governing Board within 30 days to elect a new President.

Article 10 - Secretary
The Secretary is appointed from among the members of the Governing Board, and their term of office is three years; they have the task of managing the Association, by managing ordinary business, and carrying out any other tasks entrusted by the President or not reserved under the Articles of Association to the competence of other bodies.

In particular, the Secretary, in concert with the President, sees to the correspondence and documentation of the Association, handles internal communication within the Association, drafts the minutes of the General Meetings and the meetings of the Governing Body and signs them with the President, keeps the Members Register up-to-date, and ensures that the documents, registers, and Association's books are suitably made available.

Article 11 - Treasurer
The Treasurer is elected by and from among the members of the Governing Body, with a term of office of three years; in concert with the President, the Treasurer looks after every administrative, financial, and economic aspect of the Association, in accordance with the directives of the Governing Board.

In Particular, the Treasurer is responsible for managing the Association's cash and keeps the relative accounts; they conduct relevant checks, monitor bookkeeping, and handles the collection of revenues and payment of expenses; to this end, the Treasurer has the power to conduct operations on the current accounts and bank deposits relative to the Association. Lastly, the Treasurer prepares (in terms of accounting) the draft financial statements for the purpose of its final presentation, in due time, to the Governing Body, and consequently to the General Meeting of Members.

The role of Treasurer can be given to the Secretary, whereby both offices can be held by the same person.

Article 12 - Supervisory Body
The Supervisory Body may be formed by one single individual and must be appointed when the requirements of Law are met, or whenever the Association should deem it opportune.

The Supervisory Body monitors the Company's compliance with the law and these Articles of Association, the principles of proper administration, and particularly the adequacy of the organisational, administrative, and accounting system adopted by the Association and its concrete operation, The Supervisory Body furthermore monitors to ensure compliance with the solidarity and social interest objectives of the Association, and certifies that the financial statements, where the drawing up thereof is mandatory, is drawn-up in compliance with the Third Sector Code guidelines.

Where the Supervisory Body is formed by more than one individual, it shall have three permanent and two alternate members, elected by the General Meeting; the Supervisory Body elects a President from among its members. The term of office of the Supervisory Body shall be three years, and its members may be re-elected to the same office; their appointment may be revoked by the General Meeting only for just cause.

The members of the Supervisory Body must be external to the Association and cannot be Members; they must comply with their duties with the professionalism and diligence required by the nature of their assignment. The causes of ineligibility provided for in Article 2399 of the Italian Civil Code shall disqualify individuals from holding the office of members of the Supervisory Body; the single member of the Supervisory Body - or, in case of a collegial body, as applicable, at least one of its members - must be selected from among the categories of individuals listed in Article 2397(2) of the Italian Civil Code.

In the cases provided for in the Third Sector Code, the Supervisory Body - provided that it is formed by statutory auditors, and as an alternative to the appointment of an external statutory auditor or auditing firm - may also carry out the function of statutory auditor, and thus carry out the following activities:

  • conduct audits and check, over the course of the financial year and generally once every three months, that the Company’s accounts are properly kept and that the Association's affairs are properly recorded in the books
  • verify whether the financial statements for the financial year are consistent with the book entries and the checks conducted, and whether said entries comply with applicable provisions of law
  • express their judgement on the financial statements through a report
  • check to ensure that the accounting transactions match the decisions taken and/or the corresponding regulations

Every meeting must be recorded in minutes, which must be transcribed on the Supervisory Body’s records, which is stored and kept by the same.

The Supervisory Body has the right to take part in the meetings of the Governing Board, without voting rights; where the Supervisory Body is formed by more than one individual, said participation right is granted to the President, who may, in case of impediment, delegate a different member of the Supervisory Body to take part in the meeting.

Article 13 - Statutory Auditing
Where the requirements of Law are met, the Association must appoint a Statutory Auditor or an Auditing Firm dully registered in the Register of Auditors. The auditing of the Association's financial accounts may be conducted by the Supervisory Body, but only where the requirements detailed in Article 12 above are met.

Article 14 - Board of Appeals or Arbitrators and Court of Competent Jurisdiction
The General Meeting may elect a Board of Appeals or Arbitrators. Said body shall be tasked with ensuring compliance with the Articles of Association and guaranteeing internal justice within the Association; it is formed by three permanent and two alternate members, who take the place of the permanent members in the event of their resignation or termination of their office. The members of the Board of Appeals or Arbitrators are appointed by the General Meeting and selected from a list of individuals of unquestionable moral standing, including non-Members; however, if they are Members, they cannot hold any other office within the Association. The Board of Appeals or Arbitrators has a term of office of three years, and the members thereof can be re-elected.

The Board expresses its opinion on the decisions relative to the Governing Body’s rejection of membership applications (as per Article 3 above), on decisions for the expulsion of Members (as per Article 4 above), and the proper application of the Article of Association's rules and regulations.

Unless otherwise provided for in these Articles of Association, the Board expresses its opinion, without any procedural formalities, provided it is in compliance with the principle of audi alteram partem (or the right of both parties to be granted a fair hearing) and of the right of defense, within no more than 30 days from the date in which the relevant request and/or appeal is received.

Every meeting must be recorded in minutes by the President and by the Secretary, appointed from time to time; the minutes must be approved forthwith.

The lodging of an appeal to the Board is an essential condition for lodging proceedings before the ordinary judicial Authority in connection to the subject-matters within the scope of competence of the Board, pursuant to these Articles of Association. Any dispute that is not settled within the above time-frame shall be subject to the exclusive competence of the Court with jurisdiction in the place where the Association has its registered offices.

Article 15 - Assets and Economic Resources of the Association
The assets of the Association - including any earnings, income, or profit and any other proceeds however designated - shall be used to carry out the Association's activities for the exclusive purpose of pursuing solidarity and community-oriented and social interest objectives; said assets are indivisible and are constituted, by way of example and not limitation, by

  • movable and immovable assets property of the Association
  • assets of any kind purchased by the Association
  • other contributions, donations, and bequests
  • the reserve fund
  • The revenue of the Association is formed, by way of example and not limitation, by membership fees and other types of contributions paid by Members
  • profits from the activities offered to Members, their family members or third parties
  • profits arising from own assets and income from capital in general
  • contributions paid by privates
  • contributions paid by the State, Entities, and public Institutions:
  • reimbursements deriving agreements
  • donations and bequests
  • revenue from fundraising activities
  • any other kind of income arising from or connected to the activities carried out, also including - but in compliance with the provisions of the Third Sector Code - any activities other than general interest activities.

As to fundraising activities, according to the Law they may include asking third parties for donations, bequests, and contributions non constituting consideration, for the purpose of financing general interest activities and in compliance with the principles of truth, transparency, and honesty in all dealings with patrons and with the public. More specifically, fundraising may also be carried out as an organised and on-going activity, including by soliciting funds from the public or by selling or distributing goods or services of modest value by employing own and third-party resources, including volunteers and employees.

Article 16 - Financial Statements
The financial year adopted by the Association starts on 1 January and closes on 31 December of every year.

The financial statements for the financial year are drafted by the Governing Board, who lodges the same with the Association at least 15 days prior to the General Meeting called for approval thereof, and in any case in ways such as to allow the General Meeting to pass resolutions regarding thereto within the 30th of April of the year following the financial year of reference; an extension may be granted exclusively in case of substantiated cases of necessity or impediment. The financial statements shall be lodged with the Single National Register for the Third Sector as soon as it is functional.

The financial statements shall only include a cash flow statement where total income, however named, amount to less than 220,000 Euro. Should the above threshold amount be exceeded, the financial statements shall include a balance sheet, and management report - with indication of assets and liabilities - and the Mission Report, which illustrates the balance sheet items, and economic and management performance of the Association , and the manners in which the Association's objectives are being pursued.

Financial forecasts and planning for the following financial year are resolved upon by the General Meeting of Members in harmony with the general guidelines statement for the activities of the Association.

Should any activities other than the Association's institutional activities, the Association must expressly indicate in its financial statement documents that such activities are secondary and instrumental, under Article 6 of the Third Sector Code, as amended and supplemented. According to the above circumstances, the above indication shall be entered in a note at the foot of the cash flow statement or in the Mission Report.

The Association is barred from distributing, including indirectly, any profit and running cost surpluses, funds and reserves however they may be named, or any other assets available, to Members, workers, collaborators, and members of the Governing Board and other bodies of the Association, including in the event of withdrawal or other instances in which their membership or other relationship with the Association comes to an end, It is reiterated that all the duties of elective office are provided free-of-charge, without prejudice to the right to receive a reimbursement for the expenses incurred in name and on behalf of the Association.

The Association may set aside and increase a reserve fund. The use of the reserve fund is dependent on the decisions of the General Meeting. Any profit and running cost surpluses shall be reinvested in their entirety to carry out the Association's institutional activities set forth in its Articles of Association.

Should the Association grow to the size established by law - in terms of earnings, income, profit or proceeds however designated - the Association shall also draft a Social Report, which shall be lodged with the Single National Register for the Third Sector, and published on the Association’s official website; the scope of responsibility of the bodies and the approval procedure are similar to those required for the drafting of the ordinary financial statement.

Where the Association grows to the size established by law  - in terms of earnings, income, profit, or proceeds however designated - the Association shall annually publish, and keep up to date on its own Website, any emoluments, consideration, or compensation of any kind granted to the members of the governing board and supervisory body, directors, and Members.

Article 17 - Records 
The following records must be kept, and updated including digitally, by the Governing Board, unless otherwise stated:

  • Members Register
  • Register of Volunteers who provide services on a non-occasional basis
  • Book of Meetings and Resolutions passed by the General Meeting, where the minutes, drawn up in due legal form, must be transcribed
  • Book of Meetings and Resolutions passed by the Governing Board
  • Book of Meetings and Resolutions passed by the Supervisory Body, where established, kept and updated by the same Supervisory Body
  • Book of Meetings and Resolutions passed by any other bodies of the Associations, where established, kept and updated by the same bodies

Members have the right to examine the above Books, by submitting a request to the President, as detailed in Article 5 of these Articles of Association.

Article 18 – Modifications to the Articles of Association and Organisation of the Association
The Articles of Association is binding upon all the Members of the Association; they contain the fundamental rules of conduct for the performance of the activities of the Association. Therefore, the Articles of Association may be modified exclusively by an extraordinary General Meeting (validly constituted in accordance with the rules for first and second call, as laid down in Article 7) but in any case when approved by the vote of three fifths of the Members with the right to vote Similar procedures shall be followed when passing resolutions for a merger, de-merger, and transformation of the Association; in this case, however, the majority required shall be of at least three fourths of the Members with the right to vote.

Article 19 - Dissolution of the Association
A reasoned decision to dissolve the Association must be taken by at least three fourths of the Members; the General Meeting decides on how to dispose of any residual assets after deduction of any debts. It is reiterated that no profits or running cost surpluses may ever be distributed, including indirectly, to any of the Members.

In order to implement the resolutions passed, the General Meeting appoints one or more liquidators, preferably selected from among its Members. Any residual assets after liquidation shall be donated to another Third Sector entity with similar objectives or in any case pursuing objectives of public or social interest, unless a different allocation of assets is imposed by Law, and in any case after having received the opinion of the Office for the Single National Register for the Third Sector, as per Article 45(1) of the Third Sector Code, as amended and supplemented.

Article 20 - Final Provisions
For anything not expressly provided for in these Articles of Association, the provisions applicable to bodies in the Third Sector (and particularly Law No. 106 of 6 June 2016, and Legislative Decree No. 117 of 03 July 2017, as amended and supplemented), shall apply, and for anything not expressly provided and as far as they may be compatible, the provisions of the Italian Civil Code shall apply.

Article 21 - Transitional Rules
The Articles of Association, in the present version, shall come into effect on the day after the date it is approved by the General Meeting. Any provisions of these Articles of Association that are incompatible or contrary to the restrictions provided under Article 148(8) of the Italian Tax Consolidation Act (or T.U.I.R.), and Article  4(7) of President of the Republic Decree 633/1972, shall be intended to have effect only after expiry of the period as per Article 104(2) of the Third Sector Code. Likewise, any provisions of these Articles of Association that are incompatible or contrary with the provisions of the Third Sector Code shall be intended as no longer in effect after the same period.

It is understood that, by way of partial derogation from the foregoing, the Governing Board is henceforth authorised to resolve on any modifications to these Articles of Association as may be required or otherwise necessary for the purpose of their approval by the competent supervisory bodies.


Cremona, 12 December 2023



HI-RES DIGITAL APS
IMMERSIVE AUDIO & MUSIC ARTS
ASSOCIAZIONE DI PROMOZIONE SOCIALE COSTITUITA IN DATA 12 DICEMBRE 2023

ISCRIZIONE REGISTRO NAZIONALE TERZO SETTORE RUNTS 19 AGOSTO 2024, NUMERO 141647. REGISTRAZIONE DELLO STATUTO ORIGINARIO PRESSO AGENZIA DELLE ENTRATE DI CREMONA 14 DICEMBRE 2023 - NUMERO 1223 - SERIE 3 - IDENTIFICATIVO TH223L001223000MD.
INTEGRAZIONE 23 LUGLIO 2024 – NUMERO 770 – SERIE 3 – IDENTIFICATIVO TM224L000770000DD.