On the 12th day of November in the year 2024, at 8:00 PM, at the residence of Mr. Colluto Pasquale, in Manduria, 74024 Via Str. Vec. Com. Manduria-Oria, 79, the following individuals gathered:
All Italian citizens, gathered for the foundation of a non-profit social promotion association.
With the unanimous agreement of those present, Mr. Pasquale Colluto assumes the presidency of the meeting. The President, having secured the unanimous consent of those present, invites Ms. Rossella Modesti, who accepts, to serve as secretary of the assembly.
Subsequently, the President outlines the agenda.
The undersigned agree and establish the foundation of a non-profit association, pursuant to Articles 36 and following of the Civil Code, named “Manduria d’aMARE – APS”, with its legal headquarters at Via Strada Vecchia per San Cosimo, 79 in Manduria (TA) at the residence of the President. The charter, consisting of 39 articles, as attached and drafted by the founders, establish, in summary, that the Association is non-profit and aims to promote accommodations for vacationers by creating a network of knowledge and skills between members and socio-economic operators, sharing experiences, promoting continuous training, and creating new opportunities for employment and entrepreneurship in the local area.
The founders, with a unanimous public vote,
DECIDE
The following members of the Board of Directors are elected, with their subsequent acceptance of the positions:
They resolve that the Board remains in office until the approval of the social balance sheet as of December 31, 2026.
To purchase, sell, and exchange unregistered real estate;
There being no further matters to discuss, the President adjourns the Assembly at 8:30 PM after reading and approving the minutes of the meeting.
Article 1. An association named “MANDURIA d’aMARE-APS” is established, with the minimum number of members required by law, headquartered in Manduria at Via Str. Vec. Com. Manduria-Oria, 79, as a Third Sector Entity in accordance with Article 35 of Legislative Decree 117/2017. The association, where required, will include the acronym ETS in its name upon registration in the National Register of Third Sector Entities (RUNTS), when established. The transfer of the legal headquarters within the same municipality can be carried out by a resolution of the Board of Directors. The transfer of the legal headquarters to other cities must be decided by the Assembly through an amendment to the statute. The duration of the association is indefinite.
Article 2. The association “MANDURIA d’aMARE-APS,” hereinafter referred to as the Association, is inspired by the principles of democracy and voluntarism, has no profit-making purpose, and exclusively pursues social solidarity objectives.
Article 3. The association operates for the pursuit, without profit, of civic, solidarity, and social utility objectives, primarily carrying out the following activities of general interest for the benefit of its members, their families, or third parties, as outlined in Article 5 of the Third Sector Code.
And in particular, it pursues the following objectives: it aims to promote the participation of its members in the life of the local, provincial, and regional community by implementing initiatives and projects for tourism promotion, cultural, educational, and training activities, information, support, dissemination, participation, research, and updating for tourism. The goal is to facilitate the meeting and exchange of knowledge and skills within the production chain related to hospitality in the non-hotel sector, among the owners and managers of bed & breakfasts, guest houses, properties intended for short-term rentals, vacation homes, tourist rentals, villas, agritourisms, or any other type related to these, meeting the requirements set by laws and regulations in the field.
Article 4. The association achieves its objectives through the following activities:
a. Encourage the development of the associative life to foster the exchange of ideas, experiences, and knowledge among members;
b. Promote the culture of family-type tourist hospitality, tied to the best traditions in Puglia and Italy;
c. Provide technical, legislative, and fiscal assistance to members;
d. Facilitate the matching of accommodation demand with offers from members;
e. Create a federative-type organization to bring together associations and entities representing various related categories, in order to build networks of interconnected and synergistic subjects to achieve common goals;
f. Promote and organize cultural events such as sector-specific, social, cultural, and economic manifestations, events, conferences, fairs, debates, exhibitions, salons, seminars, festivals, performances, aggregation, animation, and socialization initiatives;
g. Carry out initiatives in the Tourism and Culture sector in all its forms;
h. Participate in public tenders for projects related to the objectives of the Association;
i. Represent those involved in non-hotel accommodation before municipal and regional authorities, other public and private entities, with whom necessary and appropriate contacts and relationships are required;
j. Protect the rights of members;
k. Collaborate in the monitoring of compliance with laws regarding activities in non-hotel accommodation;
l. Promote, organize, and provide training and consulting services, also for non-members, such as theoretical and practical refresher and improvement courses, in collaboration with cultural, state, municipal, and private institutions, to achieve higher and more specific professional skills, including through the use of European funds;
m. Promote, in collaboration with public bodies and sector operators, the increase of tourism during off-peak periods and in less known areas of interest;
n. Contribute, through its members, to promoting tourism in the provincial, regional, national, and international areas;
o. Work to transmit care and respect for the environment, with particular attention to pollutants, considering eco-compatibility, and promote the separate collection of waste;
p. Enter into agreements with public and private entities for the benefit of members and their guests;
q. Collaborate with experts or other specialized personnel outside the association to achieve the statutory objectives;
r. Develop cultural exchange relations, reciprocal hospitality between citizens of different regions and nationalities;
s. Design, produce, purchase, and distribute publications, audiovisuals, materials, and multimedia programs of interest for members;
t. Design, produce, participate in, and promote all editorial activities related to the social purpose, such as newspaper publications, newsletters, conference and seminar proceedings, educational materials, and manage and oversee the creation of websites, the production of photographic, computer, and audiovisual materials;
u. Create and use web and social media applications for shared services among members and for the promotion of all Association activities;
v. Activate a network of collaboration among private individuals, entities, associations, organizations, cooperatives, and businesses with the same objectives, to promote knowledge, coordination, and synergies among members;
w. Organize and manage facilities that host and promote tourism promotion activities and non-hotel accommodation, or cultural training activities.
For the performance of the aforementioned activities, the association primarily relies on the voluntary work of its members or of individuals affiliated with associated entities.
To achieve its purposes, the association may also join other organizations, including associative networks, whose goals and methods it shares, as well as collaborate with public and private entities to fulfill its statutory objectives.
Article 6. Pursuant to Article 6 of Legislative Decree 117/2017, the Association may also carry out activities other than those of general interest, provided that such activities are secondary and instrumental to the main activities, according to criteria and limits defined by the relevant Ministerial Decree. The identification of such activities will be carried out by the Board of Directors through a specific resolution.
Article 7. Any person who requests membership, shares the association’s objectives, and intends to commit to their realization and in compliance with the Association’s Regulations, which will be approved by the members’ assembly after the foundation of the association and with a specific resolution, may become a member. Other third-sector or non-profit entities may also be admitted as members, provided that their number does not exceed fifty percent of the number of social promotion associations affiliated. The maintenance of membership status is conditional on the annual payment of the membership fee within the terms prescribed by the Board of Directors.
Article 8. The application for membership must be submitted to the Board of Directors. The Board will decide whether to accept or reject the applicant’s membership. The member’s registration will be noted in the membership book.
Article 9. The rejection of the membership application must be communicated in writing to the applicant, specifying the reasons, within 60 days. In this case, the applicant has the right to appeal to the assembly within 60 days, and the assembly will review the request at its first meeting.
Article 10. Members have the right to be informed about all the activities and initiatives of the association, to participate with voting rights in assemblies, to be elected to social positions, and to carry out the activities commonly agreed upon. Each member has the right to examine the association’s books upon request to the President, which must be fulfilled within 15 days. Members have the right to withdraw from the association with written notice of at least 8 days. The rights to participate are non-transferable. The membership fee and any other amount paid are non-refundable, non-revalued, and non-transferable. Members are obligated to respect and ensure compliance with the provisions of the charter and any relevant regulations. Members who cease to belong to the association have no claim to its assets.
Article 11. Membership status is lost:
a) upon death;
b) due to failure to pay the membership fee;
c) upon submission of written resignation, with immediate effect. The obligation to pay the membership fee for the current year remains in force;
d) due to exclusion.
A member loses their status through exclusion if they are guilty of undisciplined acts and/or repeated improper behavior that constitutes a violation of statutory provisions and/or internal regulations, or if, without a valid reason, they remain inactive for an extended period. The loss of membership status is determined by the Board of Directors. In the case of exclusion, the excluded member has 60 days to appeal to the Assembly, which must decide within 60 days of receiving the appeal.
Article 12. Volunteers are members who join the association by freely offering their personal, spontaneous, and unpaid services, without any profit motive, either direct or indirect, and exclusively for the purpose of solidarity. Volunteer work cannot be compensated in any form, not even by the beneficiary. The association may reimburse the volunteer only for actual and documented expenses incurred in connection with the activity, within maximum limits and under conditions previously established by the association. Flat-rate expense reimbursements are prohibited. According to Article 17, paragraph 4 of Legislative Decree 117/2017, expenses incurred by the volunteer may be reimbursed on the basis of a self-certification made pursuant to Article 46 of Presidential Decree No. 445/2000, provided they do not exceed 10 euros per day or 150 euros per month, following a resolution by the Board of Directors that defines the types of expenses and volunteer activities for which this reimbursement method is allowed.
The status of volunteer is incompatible with any form of subordinate or independent employment relationship and with any other paid work relationship with the entity of which the volunteer is a member or through which they perform their voluntary activity. A member who occasionally assists the social organs in the performance of their functions is not considered a volunteer.
Members who perform voluntary activities, pursuant to Article 18, paragraph 1, of Legislative Decree No. 117/2017, are insured against accidents and illnesses related to the activity, as well as for civil liability toward third parties. Volunteer members are registered in a special register.
Article 13. Those who, sharing the ideals of the association, provide a free and voluntary financial contribution may also be recognized as supporters. Supporters do not have the right to vote, nor the right to active or passive suffrage, but they have the right to be informed about the initiatives undertaken by the association from time to time.
Article 14. The association may hire employees or make use of self-employed labor or other forms of work, including from its own members, provided they are not volunteers, when necessary to carry out activities of general interest as outlined in Article 3 of this statute and to pursue the association’s objectives. In any case, the number of employees working in the association cannot exceed fifty percent of the number of volunteers or five percent of the total number of members.
Article 15. The bodies of the association are:
a) The Assembly of members;
b) The Board of Directors;
c) The Supervisory Body, if elected;
d) The Auditor, if elected.
All social offices are elective.
Article 16. The Assembly is the sovereign body and is composed of all the members. Each member has the right to one vote if they have been registered in the members’ register for at least three months. The Assembly is usually chaired by the President, who convenes it:
To convene the Assembly, the Board of Directors meets in session, decides the date and time of the first meeting, and the date and time of the second meeting, which must take place at least the day after the first.
Article 17. The Assembly is convened at least 10 days before the scheduled date by sending a registered letter with acknowledgment of receipt, or by hand delivery, duly countersigned, via SMS, fax, or email, or by other technological means that ensure the receipt of the notice.
The notice of convening must include the date, time, and location of the meeting, as well as the agenda with the points to be discussed. All members, including those suspended or excluded pending a final decision by the Assembly, are invited to attend the meeting.
Article 18. The Assembly has the following duties:
Art. 19. The Assembly is validly constituted with the presence of at least half of the members, either in person or by written proxy, which may be given to another member, including on the notice of the meeting. In the second call, the decision taken is valid regardless of the number of attendees. Each member may hold a maximum of three proxies. It is possible to participate in the Assembly via telecommunication means or by expressing a vote by mail or electronically, provided the identity of the participating and voting member can be verified. The decisions of the Assembly are made by majority vote.
Art. 20. For statutory amendments, the Assembly decides with the presence of at least three-quarters of the members and the approval of the majority of those present. For the dissolution of the association and the distribution of its assets, the Assembly decides with the approval of at least three-quarters of the members.
Art. 21. In the resolutions approving the Financial Statement and those concerning their responsibility, members of the Board of Directors do not have a vote. Voting is normally carried out by a show of hands. For the election of office holders, voting is done through a secret ballot. Resolutions are immediately enforceable and must be recorded, along with a summary of the debate, in an official minutes prepared by the Secretary of the Assembly and signed by both the President and the Secretary.
Article 22. The Board of Directors is composed of a minimum of 3 and a maximum of 9 members, elected by the assembly, except for the first administrators who are appointed by the constitutive act. It remains in office for three years, and its members are eligible for re-election. All members must be chosen from among the individual associates or nominated by the associated entities. No one who is interdicted, incapacitated, bankrupt, or convicted of a crime involving interdiction, even temporarily, from public office or incapacity to hold executive positions may be elected as a director. Directors must, within 30 days of their election, request registration in the National Register of the Third Sector (when established), providing their name, surname, place and date of birth, domicile, and nationality, as well as the individuals granted representation powers (either separately or jointly). Any limitations on their powers of representation are not binding on third parties unless registered in the National Register of the Third Sector.
Article 23. The Board of Directors is convened by the President whenever there is a matter to deliberate, or upon request by at least one-third of the directors. The convocation is made via notice posted at the association’s headquarters at least 5 days before the meeting or by email sent at least 5 days prior to the meeting. In cases of urgency, the Board of Directors may be convened by telephone with only 24 hours’ notice. Meetings are valid when the majority of the directors attend. Decisions are made by a majority vote of those present. Votes are open, except in cases involving nominations or matters concerning individuals.
Article 24. The Board of Directors is vested with the broadest powers for the management of the association. It takes all necessary executive actions to implement the activity program, except for those reserved by law or the statute to the competence of the Assembly of Members.
In particular:
In case one or more board members are irreversibly absent, the Board of Directors will replace them by selecting from the list of unelected candidates. If this list is exhausted or non-existent, supplementary elections will be held to replace the missing members. In any case, the Board members’ term ends along with those in office at the time of their appointment. If more than half of the board members are absent, the President must call the General Assembly for new elections.
The President is the legal representative of the association and has the authority to sign on behalf of the association. He holds office for the same duration as the Board of Directors. The President is authorized to collect payments of any nature and for any reason and to issue receipts. The President may delegate some of his powers to other board members or associates with a general or special power of attorney. In the event of absence or impediment, the Vice President takes on the President’s duties. In cases of objective necessity, the President may take emergency measures, which must be submitted for ratification by the Board of Directors. If the Board of Directors, for valid reasons, does not ratify these measures, the President will be personally responsible for them.
Art. 26. The Treasurer is responsible for keeping and updating the financial books and preparing the financial statement based on the decisions made by the Board. The Treasurer may be granted the power to operate with banks and postal services, including the authority to open or close bank accounts, sign withdrawal checks, make withdrawals, endorse checks for collection, and carry out any and all operations related to the duties assigned to them by the statutory bodies. The Treasurer has independent signature authority, separate from the President of the Board, for amounts up to the maximum limit defined by the Board of Directors.
Art. 28. The Secretary is responsible for drafting and keeping the minutes of the Council and Assembly meetings, which are transcribed in the appropriate books entrusted to their care, along with the members’ register.
Art. 29. If the association’s revenues exceed the limits specified in Article 30 of Legislative Decree 117/2017, the Assembly appoints a Supervisory Body, which may be a single-member body. The members of the Supervisory Body are subject to the provisions of Article 2399 of the Civil Code. The members of the Supervisory Body must be selected from the categories of persons outlined in Article 2397, paragraph two, of the Civil Code. In the case of a collegial Supervisory Body, at least one member must meet the aforementioned requirements. The Supervisory Body monitors compliance with the law and the statute, as well as adherence to the principles of correct administration, including with reference to the provisions of Legislative Decree No. 231 of June 8, 2001, if applicable. It also oversees the adequacy of the organizational, administrative, and accounting framework, and its actual operation. The Supervisory Body also has a role in monitoring the observance of the civic, solidarity, and social utility purposes and certifies that the social report has been prepared in accordance with the guidelines in Article 14 of the Third Sector Code. The social report documents the outcomes of the monitoring carried out by the Supervisory Body. The members of the Supervisory Body may, at any time, individually or collectively, conduct inspections and audits, and for this purpose, may request information from the administrators regarding the ongoing operations or specific matters. Additionally, the Supervisory Body may, upon exceeding the thresholds outlined in Article 31, paragraph 1, of Legislative Decree 117/2017, carry out statutory auditing of the accounts. In this case, the Body is composed of legal auditors registered in the appropriate registry. Moreover, the Assembly of members may elect the Supervisory Body if deemed necessary due to the complexity of the organized activities or the significance of the public funds to be managed.
Article 30
If the Supervisory Body does not perform accounting control and if the requirements outlined in Article 31 of Legislative Decree 117/2017 are met, the Association must appoint a Statutory Auditor or an Audit Firm registered in the appropriate register. Upon the occurrence of the conditions stipulated by law, the Assembly reserves the right to determine whether the Body should be monocratic or collegial and the number of its members. In any case, the Assembly of members may elect the Statutory Auditor if deemed appropriate due to the complexity of the organized activities or the significance of public contributions to be managed.
Article 31
The financial year ends on December 31 of each year, and at its conclusion, the financial statement must be prepared and presented to the Assembly for approval within four months of the end of the financial year. The financial statement consists of the asset statement, the management report detailing the association’s revenues and expenses, and the mission report, which explains the financial items, the association’s economic and operational performance, and the methods of pursuing its statutory objectives. If revenues, income, proceeds, or other forms of income do not exceed €220,000.00, the financial statement may be prepared in the form of a cash-based financial report.
Article 32
The association’s revenues consist of:
a) membership fees of the members;
b) contributions from private individuals, the state, entities, international organizations, and public institutions, aimed at supporting specific and documented activities or projects;
c) donations and bequests;
d) reimbursements deriving from agreements;
e) income from assets;
f) fundraising activities;
g) income from any commercial and marginal productive activities;
h) any other income derived from activities other than those of general interest as per Article 6 of Legislative Decree no. 117/17 and amendments, which are nonetheless secondary and instrumental to those of general interest outlined in Article 3 of this statute, which are received by the association in any manner.
The Governing Board documents the secondary and instrumental nature of activities other than those of general interest, as appropriate, in the mission report, in a note appended to the cash flow statement, or in the notes to the financial statements.
Article 33. The social assets consist of:
a) real estate and movable property;
b) shares, bonds, and other public and private securities;
c) donations, bequests, or inheritances;
d) other reserves and asset availability.
Art. 34. The social assets must be used, in accordance with current laws, in the most appropriate manner to achieve the association’s purposes.
Membership fees are non-transferable. In the event of resignation, exclusion, or death of a member, their membership fee remains the property of the association.
The distribution, even indirectly, of profits, surplus management funds, reserves, or any other funds to founders, members, employees, collaborators, administrators, and other members of the association’s bodies is prohibited, even in cases of withdrawal or any other scenario involving the dissolution of the individual membership relationship.
Art. 36. The Board of Directors ensures the substantial publicity and transparency of the acts relating to the association’s activities, with particular reference to the annual financial statements or reports and the mandatory corporate books, namely the register of members, the minutes book of the general assembly, the Board of Directors, and, if elected, the supervisory body. These social documents must be made available to the members for consultation, even if they are stored with professionals employed by the association. Requests for access to the documentation should be addressed to the President of the association.
Art. 38. The dissolution of the association is decided by the Assembly in accordance with the procedures and majorities set forth in Article 20, paragraph 2 of the statute. In case of liquidation or dissolution, the association’s assets cannot be distributed among the members. Instead, following a proposal from the Board of Directors approved by the Assembly, the assets will be entirely allocated, subject to a favorable opinion from the regional office of the National Register of Third Sector Entities and unless otherwise required by law, to other Third Sector entities or, if unavailable, to the “Fondazione Italia Sociale” (Italian Social Foundation). Under no circumstances can goods, profits, or reserves be distributed to the members. Therefore, the association must send a request for the opinion to the mentioned office via registered mail or in accordance with the provisions of Legislative Decree No. 82 of March 7, 2005.
Art. 39. For matters not provided for in this statute, reference shall be made to the applicable legislative provisions, with particular reference to the Civil Code, Legislative Decree 117/2017, and any amendments thereto.
It is a non-profit association (since 2024, a Third Sector Entity) founded by a few individuals who shared a passion for their land and, at the same time, the principles of responsible tourism. They thus decided to create an association that could promote these values and boost local tourism, but not only that.
The association organizes social initiatives, tourism itineraries in Manduria, activities aimed at promoting awareness of the territory and its origins, environmental protection, and integration. The association is open to everyone, provided they share the fundamental principles on which the statute and all activities are based. Since its founding, “L’Associazione Manduria d’Amare” currently has 30 members. This demonstrates that passion and commitment, especially from young people, can lead to independent initiatives of value, capable of contributing in various areas of social welfare.
The main purpose of the Association is to showcase the wonders that its land has to offer, doing so with minimal impact.
The strategies chosen to achieve the set objectives are:
Made with ♥︎ by Stilverso Full-Digital Agency
