CHAPTER 1 - REGISTERED NAME-HEAD OFFICE
In the spirit of the Constitution of The Republic of Italy and in accordance with articles 36 and following of the Civil Code we announce the formation, with its head office in Roma, Via Toscana 30 C.A.P. 00187, of the “Associazione Italiana Osservatori Calcistici", known in short as "A.I.O.C.”.
CHAPTER II – PURPOSE-OBJECTIVE
The association is apolitical, a permanent centre for its members, voluntary and democratic in nature and its activity is an expression of participation, solidarity and pluralism. This is a non-profit organisation. During the life of the association, management surpluses, as well as funds, reserves or capital, may not be distributed, even indirectly. The Association aims to implement all those
initiatives that aim at professional improvement and perfection. The associates will be informed
about all the legislative and regulatory changes relating to their professional sector.
CHAPTER III - SHAREHOLDERS
The members of the association are divided into:
Founding Members, Honorary Members and Ordinary Members.
Founding members are the people who participated in the establishment of the Association.
Honorary members are:
- people who, for particular reasons of merit have particularly distinguished themselves in the
world of sport, culture and society and, on the proposal of the Board of Directors, are proclaimed ad
personam Honorary Members by the Ordinary Assembly with an absolute majority of the members;
- public and private entities, as well as companies that will help support the Association's activities.
Ordinary members are:
- subjects who have obtained the qualification diploma following courses for Professional Football
Scout, advertised and organized exclusively by the Technical Sector of the F.I.G.C;
- subjects who have obtained the qualification as a professional coach, from the Technical Sector
of the F.I.G.C., or who are recognized by the latter;
- the subjects enrolled in the Special List of Sports Directors established by the Italian Football
Federation with the C.U. n.61 / A of 13 June 1991 and subsequent amendments, including the
subjects enrolled in the Special Section of the aforementioned list reserved for employees of the
Sports Management or in any other Sections or categories that may be provided for by the F.I.G.C
- subjects who, despite not having obtained the qualification referred to in the previous points,
have had proven experience and / or have practiced the profession as scouts in Professional Clubs
of any Football Federation, for at least 5 years;
whose application for admission will be accepted by the Board of Directors and who will pay, upon
admission, the membership fee established annually by the Board of Directors.
The validity of the status of member, effectively achieved, upon submitting the application for
admission, is subject to the acceptance of the application by the Board of Directors, whose
judgment is final and against whose decision no appeal is allowed. Associate status cannot be
transmitted to third parties by the deed of “inter vivos”. The number of members is unlimited.
Furthermore, ineligible are those who have received final criminal convictions for non-culpable
crimes with prison terms of more than one year, that is penalties that involve an interdiction from
public office for more than one year, and have suffered sanctions following the ascertainment of a
violation of the CONI AND WADA ANTI-DOPING SPORTS RULES.
Anyone wishing to be admitted as a member must complete an application on a specific form and consign it to the Board of Directors, undertaking to abide by this statute and to observe any regulations and resolutions adopted by the bodies of the Association.
Upon acceptance of the request by the Association, the applicant will acquire the status of member for all purposes. In any case, the temporary nature of participation in associative life is excluded.
The members are required to pay the annual membership fee which has been determined on the basis of the association’s programme of activities.
This amount must be established yearly after a resolution by the Board of Directors, except where changes are made from what was previously established and, in any case, it can never be returned.
The membership fees or contributions are non-transferable and cannot be revalued.
CHAPTER IV – WITHDRAWAL - EXCLUSION
The status of member is lost by withdrawal, by exclusion or due to death.
Resignation as a member must be submitted in writing to the Board of Directors.
The exclusion of a member will be decided by the Board of Directors for any member:
- that does not comply with the provisions of this statute or with the regulations and resolutions adopted by the organs of the Association;
- that is in arrears with the payment of the annual contribution for a period exceeding four months from the beginning of the financial year;
- that carries out or attempts to carry out activities contrary to the interests of the Association;
- that carries out or attempts to carry out activities outside the Association's purposes by using the name of the association in any way;
- that, in any way, causes serious damage, including moral, to the Association.
The resolutions taken on the subject of exclusion must be communicated to the recipient members by letter and must be justified.
The member affected by the provision has 15 days, from receipt of the communication, to request the convening of the Assembly in order to contest the charges underlying the exclusion. The exclusion becomes operational with the recording of the provision in the shareholders' register which occurs after 20 days from the dispatch of the provision or following the resolution of the Assembly that has ratified the expulsion provision adopted by the Board of Directors.
CHAPTER V – MEMBERS’ RIGHTS
Being a member is characterized by a uniform discipline of the associative relationship and of
associative modalities aimed at guaranteeing the effectiveness of the relationship itself.
Membership gives the member in particular the right to:
- participate in all the activities promoted by the Association, in compliance with the internal
regulations of the association;
- participate in the life of the association, by expressing their vote in the appointed offices, also in order to approve and modify the rules of the Statute and any regulations;
- to enjoy the active and passive electorate for the elections of the governing bodies apart from those who have been subject in the last ten years (except for rehabilitation) to sporting disciplinary measures defined by inhibition or disqualification of more than one year overall by the National Federation, by CONI, associated disciplines and sports promotion bodies or by recognized international sports organizations
CHAPTER VI – DUTIES OF ASSOCIATES
The members have a duty to:
- respect the statute and rules of the Association and the regulations of sports law;
- employ their professional abilities to foster and reinforce the Association;
- pay the membership fees.
CHAPTER VII – ECONOMIC RESOURCES - COMMON FUND
The Association will draw funding for its existence and ongoing activities from:
svolgimento delle sue attività da:
- fees and contributions from the Members,
- fees and contributions for participation in and organisation of sporting events;
- wills, donations and legacies;
- contributions from the State, from the Regions, from local bodies, public bodies and institutions, including those intended to support specific and documented programmes compatible with the aims the of the Statute;
- contributions from the European Union and international bodies;
- income from agreed services;
- income from the provision of goods and service to the Members and to third parties, including activities related to training, provided their aim is in accordance with institutional objectives;
- unconditional contributions from Members and third parties;
- income derived from promotional fund-raising activities;
- other income, including of a commercial nature compatible with the social objectives of the Association.
The general fund, made up of - by way of non-exhaustive example, surplus administration funds, other funds, reserves and the value of goods, however acquired by the Association may never be divided among the members, neither during the existence of the Association nor upon its dissolution.
The distribution, even indirectly, of surplusses, funds, reserves or other capital is forbidden, unless required by law.
In any event, any surplus must be reinvested in the activities foreseen by the Statute.
CHAPTER VIII – SOCIAL ACTIVITY
The accounting year runs from the 1st of July to the 30th of June of the following year, in line with the competitive football season. The Board will prepare the annual accounts for presentation to the Annual General Meeting of the Members. The accounts must be approved by the Annual General Meeting of the Members within four months of the end of the fiscal year.
CHAPTER IX – ASSOCIATION BODIES
The organs of the Association are:
- The Assembly of the Members
- The Board of Directors
- The Chairman
- The Vice Chairman
- The General Secretary
- The Administrative Secretary
- The Treasurer
- The Auditors (if elected)
CHAPTER X – ASSEMBLIES
Meetings may be ordinary or extraordinary. They are called by affixing a notice at the premises of the registered office and where business is carried out at least twenty days before the assembly containing the agenda, the place (registered office or elsewhere) the date and the time of the first call and the second call.
Notice of the meeting will also be given to the individual Members by publication in the Association newsletter, by letter, fax, email pec or telegram, but in any case at least fifteen days before the assembly.
Up to ten days before the Meeting, each Member may request the inclusion of a point of interest to him in the agenda, by informing the Association by means of electronic mail.
The ordinary general meeting:
- approves the annual accounts;
- elects the Chairman of the Association and the members of the Board of Directors;
- discusses all other matters regarding the administration of the Association open to it by statute or referred to it by the Board, in accordance with the principle of sovereignty of the AGM;
- approves regulations.
It meets at least once per year within the four months following the end of the fiscal year
It also meets whenever the Board of Directors deems it necessary or when a written request specifying the matters to be discussed is received from the Auditors (if elected) or from at least a tenth of the members.
In these latter instances, the meeting must be called within thirty days of the date of the request.
In the Meetings-both ordinary and extraordinary-all adult members, provided they have paid their membership fees, are entitled to participate and vote according to the principle of a single vote per member.
Each member may represent not more than one other member at a meeting, if holding a written mandate.
The meeting is considered valid at the first call if half plus one of the qualified members are present or represented.
An ordinary meeting is validly open at the second call, whatever the number of members present or represented, provided at least one day has passed since the first call. The decisions of ordinary general meetings are valid, on a simple majority, on all matters on the agenda, whenever 2/3rds of those entitled to vote are present (including by mandate).
Before the meeting, the Board of Directors will provide the complete list of members. Votes are cast by means of a list in a sealed envelope containing the names of the chosen candidates, whose number must not exceed the number of members for each body.
Those receiving the greatest number of votes are considered elected.
The chairman will ask the meeting to elect two tellers from among those present and entitled to vote. At the close of voting, the tellers, with the assistance of the Administrative Secretary of the Meeting, will count the votes and the Chairman will immediately inform the Meeting of the result.
A meeting is classified as extraordinary when it is called to decide on any change to the Statute, the liquidation of the Association and appointment of Liquidators.
Decisions made on first call, modifying the Statute, are valid with a simple majority if three quarters (3/4) of the members are present. A decision to dissolve the Association requires a vote in favour of at least three quarters (3/4) of the members.
Extraordinary general meetings are valid on the second call whatever the number of members present and decisions taken are valid in both cases with a vote in favour of at least three quarters (3/4) of those members present.
The meeting is run by the Chairman of the Association, and in his absence by the Vice Chairman or by the person nominated by the Meeting itself. The secretary is nominated by the Chairman of the Meeting.
CHAPTER XI – BOARD OF DIRECTORS
The Board of Directors consists of a minimum of five(5) and a maximum of eleven (11) members chosen among the members of the Association who are not prevented by any reason of sports law incompatibility from accepting the office. The members of the Board of Directors are elected for a period of four years and may be re-elected. The founder members or persons nominated by them to represent them are automatically members of the Board and the other members are elected by the General Meeting.
The Board of Directors elects from its members, the Vice Chairman, the General Secretary, the Administrative Secretary and the Treasurer.
The Board of Directors is convened by the Chairman whenever there are decisions to be taken, or whenever at least one Board member requests it.
The meeting is called by letter sent by post or by electronic mail or by hand not less than eight days prior to the date of the meeting. Meetings are validly convened when a majority of the Board Members are present, or, even without being officially called, whenever all of its members are present.
Decisions are taken by a simple majority of those present.
The Board of Directors has ample powers to manage the Association. It is therefore within the Board’s power, for example, to:
- implement, jointly or severally the decisions of the general meeting of the members;
- publish the annual accounts;
- draw up internal regulations;
- enter into contracts relevant to the activity of the Association;
- decide jointly or severally on the admission of members;
- decide on the exclusion of members;
- nominate the heads of working committees and sectors of activity relevant to the work of the Association;
- all acts and operations for the proper functioning of the Association.
- entrust, with the appropriate mandate, special responsibilities to its members;
- nominate the members of the Board of Auditors.
If, through resignation or other reasons, one or more of the members of the Board of Directors leaves office, the Board of Directors may replace them by nominating the non-elected members with the next highest number of votes, and they will remain in office until the entire Board reaches the end of its mandate. If more than half of the Board of Directors leale office, the general meeting of Members must nominate a new Board.
CHAPTER XII – PRESIDENT
The Chairman of the Board is the legal representative and has power of signature for the Association.
The Chairman may independently manage the ordinary business of the Association, and, if so decided by the Board of Directors, also manage independently extraordinary business. In case of absence, or impediment, his functions can be carried out by the Vice Chairman . In the case of resignation, it is the duty of the Vice Chairman to convene the general Meeting of Members within twenty days in order to elect a new Chairman.
The Chairman remains in charge for four sporting seasons and can be re-elected.
CHAPTER XIII – BOARD OF AUDITORS
The Board of Auditors may be appointed by the Board of Directors.
It consists of three effective members and two substitutes, and may be chosen out with the members of the Association.
It has a four-year mandate, and elects its own Chairman from within its members.
The Board of Auditors is responsible for checking the management of the Association, the accuracy of the final accounts with the book-keeping records and supervise adherence to the Articles of Association.
It attends, without voting rights, the meetings of the Board of Directors and the General Meetings of the Members at which it presents its own annual report on the final accounts.
If the Board of Auditors is not elected, the Association, through its Board of Directors will appoint an accounting expert to manage its accounting operations.
Extensive publicity and transparency should be given to the activity of the Association, with particular reference to the annual accounts and financial statements. These company documents, which should be kept at the registered office, must be available for the Members to examine. In any event, the members have the right to see or to receive a copy of these documents, if they are not kept at the registered office.
CHAPTER XIV – DISSOLUTION
If the Association is dissolved, a liquidator will be appointed from outwith the members. After the liquidation of all material and financial assets, and the payment of all debts and obligations, any remaining assets will be donated to organisations or Associations involved in the promotion and development of sporting activity or in any case for the purposes of social usefulness, subject to the opinion required under article 148, comma 8, letter b) of Italian Fiscal Regulations (Testo Unico)
CHAPTER XV – FINAL RULING
For any matters not covered by these Articles of Association, the relevant authority is provided where relevant by the Civil Code, existing laws and sports legislation.