ReGenerativa

Statute - ReGenerativa APS

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Statute of the ReGenerativa APS Association

English translation of the consolidated Statute of “Regenerativa Associazione di Promozione Sociale”, founded in Castorano (AP) on 21 June 2025, including the amendments approved by the Extraordinary Assembly of 8-9 May 2026. The Italian text is the legal instrument and prevails; this translation is provided for the convenience of the network. The Statute prevails over every agreement in the constellation and over the General Terms and Conditions (GT-11.2). Italian text: Statuto - ReGenerativa APS. The Deed of Incorporation, which contains the founding members’ personal data, is held in the Association’s records and is not published here.

Art. 1 - Name

An association named “Regenerativa Associazione di Promozione Sociale” is constituted pursuant to Article 35 et seq. of Legislative Decree 3 July 2017 no. 117 (hereinafter the Association). Use of the designation “Associazione di Promozione Sociale” is mandatory and conditional on the Association’s registration in the National Single Register of the Third Sector (RUNTS). Once legal personality is acquired under Art. 22 of Legislative Decree 117/2017 through registration in the RUNTS, the name also includes the designation “Third Sector Entity with legal personality”.

Art. 2 - Registered office

The Association has its registered office in the Municipality of Castorano (AP) and may, by resolution of the administrative body, establish offices and operating premises elsewhere. Any change of the registered office within the same Municipality may be made by simple resolution of the administrative body and notified to the Revenue Agency, without amending the Statute. Where the Association is entered in public registers, the change of office shall also be notified to the competent public authority.

Art. 3 - Duration

The Association has unlimited duration and may be dissolved only by resolution of the extraordinary assembly of members.

Art. 4 - Purpose and activities

The Association is constituted to pursue, without profit, civic, solidaristic and socially useful aims, by carrying out, exclusively or principally, activities of general interest for the benefit of members, their families or third parties, without profit and in full respect of the freedom and dignity of its members. In particular, the Association aims to favour participation, inclusion and the full development of the person, and to realise each person’s potential for growth.

The Association aims to promote personal and collective wellbeing through residencies, retreats, experiences, workshops, events and courses organised across a network of diverse and interconnected places, fostering human, environmental and spatial regeneration through circular-economy practices, collaborative governance, and a technological infrastructure that tracks and coordinates resources, contributions and impacts.

The Association shall carry out, exclusively or principally, the following activities of general interest under Article 5, paragraph 1 of Legislative Decree 3 July 2017 no. 117:

letter a), social interventions and services under Article 1, paragraphs 1 and 2, of Law 8 November 2000 no. 328, as amended, and interventions, services and benefits under Law 5 February 1992 no. 104 and Law 22 June 2016 no. 112, as amended, for the following purposes:

  • providing services intended to remove situations of need and difficulty for persons affected by physical, psychological, economic or social disadvantage or family hardship, excluding only those covered by the social-security and health systems;
  • developing effective measures to enable individuals to develop their potential through interventions concerning both physical health and psychological, social and relational wellbeing;
  • improving quality of life and creating opportunities for exchange and sharing for those involved in the Association’s activities;
  • promoting awareness-raising interventions and projects to grow a culture of social inclusion of persons in need and/or in difficulty.

letter c), socio-health services under the Prime Ministerial Decree of 14 February 2001, as amended, delivering activities that meet a person’s health needs through integrated care paths. Socio-health services may include:

  • health services of social relevance: activities aimed at promoting health and at preventing, identifying, removing and containing degenerative or disabling outcomes of congenital and acquired conditions;
  • social services of health relevance: activities of the social system aimed at supporting persons in need, with disabilities or in situations of marginalisation that affect their state of health;
  • socio-health services with high health integration: activities of particular therapeutic relevance and intensity of the health component.

letter e), interventions and services aimed at safeguarding and improving environmental conditions and at the careful and rational use of natural resources, excluding the habitual collection and recycling of urban, special and hazardous waste; protection of animals and prevention of straying (Law 14 August 1991 no. 281), for the following purposes:

  • promoting and carrying out initiatives and campaigns to monitor, conserve and restore the territory and the environment, including through the direct involvement of volunteers and citizens;
  • promoting and carrying out environmental awareness and education activities, and interventions aimed at safeguarding and protecting the environment;
  • promoting and enhancing ecology, recycling, the circular economy and the sustainable development of all human activities;
  • promoting the regeneration of disused or underused spaces, buildings and sites through their adaptive reuse for social, cultural, ecological and community purposes, in particular in inner areas and in territories affected by depopulation or post-earthquake reconstruction;
  • promoting activities for the wellbeing and protection of animals, actively working to counter and prevent all cruelty, mistreatment or unnecessary killing;
  • raising public awareness of the problem of abandonment and straying;
  • building and managing local operating facilities and animal-care centres.

letter g), university and post-university education, delivering university and post-university courses and promoting research and disseminating knowledge and innovation.

letter h), scientific research of particular social interest, in fields relating to environmental protection, ecology and sustainable development, and related fields of research.

letter i), organisation and management of cultural, artistic or recreational activities of social interest, including publishing activities and the promotion and dissemination of the culture and practice of volunteering and of the activities of general interest referred to in this article, for the following purposes:

  • promoting and fostering gathering, growth, wellbeing and socialisation through the enhancement of culture in all its forms;
  • promoting and organising cultural, informational, artistic and recreational activities and events;
  • producing, disseminating and distributing informational material, books, audiovisual works, research, studies, editorial content and newsletters, including in multimedia form;
  • serving as a place of meeting and gathering, promoting places and spaces for the creation and enjoyment of cultural activities.

The Association further promotes its activities by collaborating with public and private bodies to carry out shared initiatives and projects, and organises any other activity consistent with its institutional aims.

The Association may carry out other activities, secondary and instrumental to its activities of general interest, according to the criteria and limits set by the law in force. The administrative body is responsible for identifying such other activities.

The Association may also carry out fundraising activities to finance its activities of general interest, in accordance with the law.

All activities are carried out relying predominantly on the voluntary work of the Association’s members. The Association may employ staff or engage self-employed workers within the limits of Article 36 of Legislative Decree 117/2017.

Art. 5 - Admission, rights and duties of members

All those who, being interested in the achievement of the institutional aims, share their spirit and ideals and undertake to pursue them by voluntarily making their free time and abilities available may join the Association.

The Association may, by internal regulation approved by the administrative body, provide for further categories of members with differentiated rights, in compliance with the democratic principle of Art. 21, para. 1 of Legislative Decree 117/2017 and the limits set by the Third Sector Code. In all cases, members with voting rights in the assembly shall constitute the majority of all registered members.

Those wishing to join the Association shall submit a written application to the administrative body, which decides on the application without discrimination. The admission resolution is communicated to the applicant and recorded in the register of members.

If the application is rejected, the administrative body shall give reasons for the rejection within 60 days. The applicant may, within 60 days of the communication, request that the assembly rule on the matter.

Membership runs from the date the application is accepted. Membership is for an indefinite period, without prejudice to the right of withdrawal.

Natural persons, Third Sector entities or non-profit entities may join the Association, provided that their number does not exceed 50% of the number of social promotion associations.

Membership is lost by death, withdrawal or exclusion. Exclusion is resolved by the administrative body for arrears, failure to comply with the Statute, or conduct contrary to the Association’s purpose. An excluded member may appeal to the assembly within thirty days.

Every member who has been registered for at least three months has the right to vote and to stand for association offices, unless the internal regulation provides otherwise for any categories with differentiated rights. Every member has the right to inspect the association’s books in the manner provided by law.

Members have the duty to act in a manner consistent with the Association’s aims, to comply with the Statute and regulations, and to pay any membership fee.

Art. 6 - Bodies of the Association

The bodies of the Association are:

  • the assembly of members;
  • the administrative body (Consiglio Direttivo, the Board);
  • the president;
  • the supervisory body, mandatorily appointed where the legal requirements are met;
  • the auditing body, mandatorily appointed where the legal requirements are met;
  • the Collegio dei Probiviri (board of arbiters), if appointed.

Art. 7 - Elections to association offices

The election of the Association’s bodies is guided by the principle of the widest freedom to participate as voter and candidate. Those wishing to be elected shall submit their candidacy at least 7 days before the assembly is convened, giving written notice to the president. To stand, a candidate must be up to date with membership fees; loss of this requirement entails immediate forfeiture of office.

Art. 8 - Assembly of members

The assembly is the sovereign body of the Association; it determines the general orientations and the fundamental policy decisions to which all association bodies must adhere.

All members registered for at least three months are entitled to attend the assembly with voting rights, on the principle of one vote per member. Members may be represented by written proxy. No member may represent more than 3 members.

The ordinary assembly has the following non-delegable powers:

  • to elect and remove the members of the association bodies;
  • to elect and remove, where provided, the supervisory body and the person entrusted with the statutory audit;
  • to approve the final accounts, the budget and, where mandatory, the social report (bilancio sociale);
  • to decide on the liability of the members of the association bodies and to bring liability actions;
  • to approve any rules of procedure for the assembly;
  • to decide on appeals against resolutions of non-admission or exclusion;
  • to decide on any other matters assigned by law or by the Statute.

The extraordinary assembly has the following non-delegable powers:

  • to decide on transformation, merger, dissolution and devolution of assets;
  • to decide on amendments to the deed of incorporation or the Statute;
  • to decide on any other matters assigned by law or by the Statute.

Art. 9 - Functioning of the assembly

The assembly is convened by written notice sent by any means suitable to provide proof of receipt, including e-mail, certified e-mail or other electronic messaging tools capable of documenting dispatch and receipt, stating the place, date and time of the first and second call and the agenda, sent to all members at least 8 days before the date set for the assembly, to the address or contact recorded in the register of members. The second-call meeting shall be set at least 24 hours after the first call.

The assembly is convened at least once a year in ordinary session to approve the accounts; it is convened in extraordinary session for amendments to the Statute and for dissolution, or for merger, demerger and transformation; it is further convened at the request of the administrative body or, with written reasons, of at least 10% of the members.

In ordinary and extraordinary assemblies, members registered for at least three months have the right to vote. Article 2373 of the Civil Code applies insofar as compatible.

Unless otherwise provided, the assembly on first call is valid if at least half plus one of the members entitled to vote are present (in person or by proxy); on second call it is valid regardless of the number present. Resolutions are passed by a majority of those attending.

For amendments to the Statute and for transformation, merger or demerger, the extraordinary assembly on first and second call is validly constituted with at least three quarters of the members present and resolves with the favourable vote of the majority of those present.

For the dissolution of the Association and the devolution of its assets, the extraordinary assembly resolves, on both first and second call, with the favourable vote of at least three quarters of the members.

The assembly may be held by audio/video link, provided that the president can verify the identity of those attending, regulate the conduct of the meeting and announce the results; that the minute-taker can adequately perceive the proceedings; and that those attending can take part in the discussion and vote simultaneously.

Art. 10 - Administrative body (Board)

The administrative body has all powers of ordinary and extraordinary administration (which it may also delegate), within the principles and general guidelines set by the assembly. Representation of the Association rests with the president.

Its competence covers everything not reserved by law or by the Statute to the exclusive competence of the assembly or of other bodies. In particular:

  • to execute the resolutions of the assembly;
  • to formulate activity programmes on the basis of the approved guidelines;
  • to draft and approve the Association’s internal regulation;
  • to determine the annual membership fee;
  • to prepare the annual accounts and, where applicable, the social report;
  • to resolve on the admission and exclusion of members;
  • to enter into all deeds and contracts relating to the association’s activities;
  • to manage all movable and immovable property of the Association;
  • to transfer the registered office within the Municipality, where necessary.

The administrative body meets when convened by the president or at the request of at least one third of its members, and in any case at least twice a year. Notice is given by e-mail with the agenda, sent 3 days before the meeting.

The meeting is chaired by the president or, in their absence, by the vice-president. A secretary is appointed from among those present. The body is validly constituted when a majority of its members is present; resolutions are passed by a majority of those present. Meetings may be held by audio/video link under the same conditions as the assembly.

Art. 11 - Composition of the administrative body

The Association is administered by a body of between 3 and 11 members elected by the ordinary assembly. Persons who are interdicted, incapacitated, bankrupt, or sentenced to penalties entailing disqualification from public office (Art. 2382 Civil Code) may not be members of the administrative body.

The majority of the directors is chosen from among natural-person members or persons designated by member entities. The body holds office for 3 years; its members may be re-elected.

In the event of resignation or death of a director, the administrative body convenes the assembly within 30 days to appoint a replacement. In the event of resignation or incapacity of the president, their functions are performed by the vice-president until a new president is elected. The administrative body lapses if it loses the majority of its members including the president; in that case the assembly is convened within 30 days for a new election.

Art. 12 - Operational articulation into holons

  1. The Association, consistent with its mission of promoting collaborative governance and a network of interconnected places and projects, may articulate its operational activity into holons, understood as territorial hubs or thematic projects endowed with decision-making and managerial autonomy, without separate legal personality, operating within and on behalf of the Association.
  2. The establishment, modification and termination of each holon are resolved by the Board. The Board delegates to the holons the operational powers needed to pursue their aims, within the limits set by the internal regulation.
  3. Decisions taken by holons in the matters delegated to them are fully effective and do not require ratification by the assembly, provided that they bind the Association exclusively within the limits of the ring-fenced project fund held in each holon’s name and in the manner set by the internal regulation.
  4. The following remain in any case within the non-delegable competence of the assembly and the Board, as assigned to them by law and by this Statute, and in particular: approval of the accounts, amendments to the Statute, appointment and removal of association officers, liability actions, the assumption of obligations legally binding the Association toward third parties, disposal of the minimum patrimony, applications for public calls, the signing of employment and loan-for-use (comodato) contracts, and any further matters indicated by the internal regulation.
  5. The Board retains supervision and ultimate responsibility for the holons’ activity, receives periodic reporting from them, may suspend their operational autonomy as a precautionary measure in the event of serious breaches, and reports on them to the assembly when the accounts are approved.
  6. The internal regulation, approved by the administrative body under this Statute, governs in detail: the procedure for establishing and terminating holons; the operational roles within them; decision-making methods; the limits of their autonomy; coordination among holons; the management of ring-fenced funds and of contributions to the network; and the instruments of transparency and reporting.

Art. 13 - Duties of the president and vice-president

The president legally represents the Association in internal and external relations, toward third parties and in court, and performs all acts binding it externally. The president is elected by the assembly from among its members by a majority of those present, holds office for the same term as the administrative body, and ceases on expiry of the mandate, resignation or removal for serious reasons.

The president convenes and chairs the assembly and the administrative body, carries out ordinary administration and oversees the implementation of resolutions. The vice-president replaces the president in case of absence or temporary incapacity and in the duties expressly delegated.

Art. 14 - Supervisory body

Where required by law or by free determination, the assembly elects a supervisory body of three persons, at least one of whom chosen from the categories under Art. 2397 para. 2 of the Civil Code, or a single-member body. Art. 2399 of the Civil Code applies.

The supervisory body oversees compliance with the law and the Statute, the principles of sound administration, the adequacy of the organisational, administrative and accounting structure, compliance with the solidaristic aims, and the attestation of the social report where mandatory. It may perform the statutory audit once the thresholds of Art. 31 of Legislative Decree 117/2017 are exceeded. The office is incompatible with any other association office.

Art. 15 - Statutory auditor

If the supervisory body does not perform the accounting audit and the requirements of Art. 31 of Legislative Decree 117/2017 are met, the Association appoints a statutory auditor or an audit firm entered in the relevant register. The assembly may elect the auditor before the thresholds are reached, where it deems appropriate.

Art. 16 - Collegio dei Probiviri

The assembly may elect a Collegio dei Probiviri of three members chosen from among adult members. It holds office for three years; its members may be re-elected. It is chaired by a president elected by majority from among its members. It decides disputes between members, and between members and the Association or its bodies. Its decisions may be appealed to the ordinary courts. The office is incompatible with any other association office.

Art. 17 - Patrimony of the Association

  1. The patrimony of the Association consists of the minimum patrimony required for the recognition of legal personality, any unavailable reserves, contributions from members and third parties, association income, and operating surpluses allocated to reserves.
  2. The minimum patrimony of the Association, under Art. 22, para. 4 of Legislative Decree 117/2017, is set at € 15,000 (fifteen thousand/00) in cash. This patrimony is restricted and unavailable for operating activities, and is intended exclusively to guarantee the Association’s financial integrity and the fulfilment of its obligations toward third parties.
  3. Should the minimum patrimony be reduced, as a result of losses, by more than one third (that is, below € 10,000), the administrative body shall without delay convene the assembly to resolve: (a) the restoration of the minimum patrimony; (b) the transformation, merger with another Third Sector entity, or dissolution of the Association; or (c) the continuation of activity as an unrecognised association, with consequent loss of legal personality and removal from the RUNTS.
  4. The patrimony of the Association, including any revenues, income, proceeds and receipts however named, is used to carry out the statutory activity for the exclusive pursuit of civic, solidaristic and socially useful aims.

The Association may not distribute, even indirectly, profits and/or operating surpluses, funds or reserves however named, to founders, members, employees and collaborators, directors and other members of the association bodies, including in the event of withdrawal or any other case of individual termination of the membership relationship.

Art. 18 - Economic resources

The Association may draw the economic resources needed for its functioning and its activity from various sources: membership fees, public and private contributions, donations and bequests, income from assets, proceeds from fundraising and from other activities. All income and any operating surpluses are used exclusively for the achievement of the Association’s aims.

Art. 19 - Use of operating surpluses

The Association is prohibited from distributing, even indirectly, profits or operating surpluses, funds, reserves or capital during its life, unless such use or distribution is required by law. The Association is obliged to use profits or surpluses for the pursuit of its institutional activities and of those directly connected and ancillary to them.

Art. 20 - Contribution period

Ordinary contributions are due for the whole current association year, whatever the time of registration. A resigning or former member is required to pay the contribution for the whole current association year.

Art. 21 - Members’ rights to the association’s assets

Membership entails no funding obligations beyond the payment on admission and the annual fee. Members may make further payments. Payments to the association’s assets are non-refundable, not revaluable and not recoverable. In the event of dissolution, death, withdrawal or exclusion, no reimbursement of amounts paid is due. Payments do not create undivided, transferable participation shares.

Art. 22 - Financial year and accounts

The financial year is annual, from 1 January to 31 December. The accounts are drawn up under Arts. 13 and 87 of Legislative Decree 117/2017. They consist of the balance sheet, the management report and the mission report, or of the cash statement in the cases provided.

The accounts are prepared by the Board, approved by the ordinary assembly within 4 months of the end of the financial year, and filed with the RUNTS by 30 June. Where mandatory or deemed appropriate, the administrative body also prepares the social report.

Art. 23 - Dissolution and liquidation

The assembly resolving on dissolution elects a liquidator, preferably chosen from among the members, and resolves on the destination of the residual assets within the limits of the following paragraph.

In the event of dissolution, transfer or extinction of the Association, the residual assets, after liquidation, are devolved, subject to the favourable opinion of the RUNTS and unless the law imposes a different destination, to other Third Sector entities or, failing these, to the Fondazione Italia Sociale.

Art. 24 - Transitional provision

It is understood that the provisions of this Statute that presuppose the Association’s registration in the National Single Register of the Third Sector or the acquisition of legal personality under Art. 22 of Legislative Decree 117/2017, or the adoption of subsequent implementing measures, shall apply and take effect when the Association is so registered or the conditions are met and the relevant implementing measures are issued and enter into force.

Art. 25 - Reference provision

For anything not provided for in this Statute, the rules in force on Third Sector entities apply (in particular Law 6 June 2016 no. 106 and Legislative Decree 3 July 2017 no. 117, as amended) and, for anything not provided therein and insofar as compatible, the rules of the Civil Code.

Castorano (AP). For the Board, the President.

Reference document of the constellation. Prevails over the General Terms and every agreement (GT-11.2). Article numbering is editorial, added for ease of cross-reference; the text of each article is the approved text. In case of divergence the Italian text governs.

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