HEADING I: DENOMINATION – REGISTERED OFFICE – AIMS – DURATION
STATUTE I: DENOMINATION
The Association takes the denomination ‘Associazione Mondiale per la protezione del patrimonio culturale, tangibile ed intangibile, in tempo di conflitti armati’. that can be abbreviated as “WATCH” ( World Association for the protection of Tangible and Intangible Cultural Heritage) .
The denomination of the association, must be immediately preceded or followed by the description “non profit organisation” or the abbreviation “NPO” as well as by the indication of its registered office, on all certificates, invoices, advertising, publications and other documents issued by the Association,
STATUTE II: Registered office
The registered office is established in Via Francesco Dall’Ongaro n. 62 – 00152, in Rome (Italy) and may be moved elsewhere within the same city by unanimous decision of the Board of Trustees. Should the registered office be moved to a different city other than Rome, the decision must be made by unanimous decision of the General Assembly. Any change of registered office address must be formally notified to the competent Italian Authorities.
STATUTE III: AIMS OF THE ASSOCIATION:
The Association aims to promote results from research, to provide expertise and certify genuineness, principally but not exclusively, in the field of Cultural Heritage protection in times of armed conflicts (before, during and after).
The Association may develop all kinds of commercial or financial ventures on its own behalf or on behalf of third parties to achieve its statutory objectives.
On a short or long-term basis and with the aim to achieve its statutory objectives, the Association may participate in activities undertaken by Individuals, Commercial Companies or Associations engaged within the same or similar field.
May this be necessary for the achievement of its statutory objectives, and only with the unanimous consensus of the Board of Trustees, the Association will be able to buy or sell movable and immovable properties through the Chairperson of the Board of Trustees.
The Association may undertake any operation directly and indirectly related to its statutory objectives, and may also create and manage any service or institution which pursues the aims of the Association.
The Association acts as a global centre for information and experience, principally but not exclusively, in the field of Cultural Heritage Protection and Conservation during armed conflicts and more precisely its objectives are:
1. To intensify, to assist and to support all activities aimed at the safeguarding of cultural heritage in order to prevent and/or repair damages caused by armed conflicts.
2. To encourage and assist in the international campaigns for the documentation of historic sites and artefacts in every country by developing an international system of repository sites to maintain a copy of national databases as ruled out by the 1954 Hague Convention and its two 1954 and 1999 Protocols.
3. To conduct training activities in cooperation with universities and other public and private bodies, museums, archaeological excavation sites, etc. for restoration and conservation initiatives.
4. To contribute raising the level of public awareness on the importance of cultural heritage and the problems connected to vandalism before, during and after times of conflict.
5. To assist the national concerned bodies and authorities, in the various interested countries, in the risks assessment for their cultural heritage in the case of armed conflicts.
6. To cooperate with local and international authorities, and in particular, police, armed forces, border and customs authorities to combat illicit trade of cultural heritage artefacts (art works, etc) and to prevent war-time vandalism.
7. To support and to promote all measures aiming at the peaceful resolution of conflicts that damage cultural heritage and to cooperate to the promotion of sustainable socio-economic development.
8. To create opportunities for dialogue among different cultures and identities, in cooperation with the various institutions and organisations involved.
9. To create a multidisciplinary expertise derived from its members to assist in the prevention of damage on cultural heritage caused by conflict.
10. To develop scenarios to plan for the protection of cultural heritage sites and artefacts in areas at risk of armed conflict.
11. To disseminate information about cultural heritage sites under threat by organising conferences, workshops, exhibitions, seminars and internet communication.
STATUTE IV: DURATION OF THE ASSOCIATION
The Association is constituted for an indeterminate period. It may be dissolved by decision of the General Assembly with the favourable votes expressed by at least two third of the participants, either personally or by their delegated representative.
HEADING II: THE MEMBERS
STATUTE V: MEMBERS’ CATEGORIES
The Association is composed of the founder members, the ordinary members, the supporting members and honorary members.
The number of founding members is unlimited but must not be less than three. New founding members can be nominated with a decision taken by the total majority of founding members. Members’ rights and duties are established in line with the current Italian Laws and with these statutes.
Both founders and ordinary members can:
1. be included in the roster of international experts
2. be selected for training activities
All members can:
1. Be informed about the Association activities
2. Enjoy the facilitations that the Association will obtain for its members due to its activity
All Members must:
1. Promote the Association in the local and National Institutions in their own country;
2. Actively participate to the informative campaigns (awareness) promoted by WATCH
3. Report and document cases of risk caused by state of tensions in their own countries
4. Pay the minimum yearly subscription fee equal to 30,00 € (Euro)
STATUTE VI: ADMISSION OF FOUNDER MEMBERS – CONDITIONS:
Founder members are those who are present at the moment of constitution of the Association and all those who will be registered as founder members before the first General Assembly that is planned to take place by March the 31st 2006, as well as, any ordinary member, who, on being presented by a minimum of two other founder members, are admitted to this category by decision of the annual General Assembly with the approval of the total majority of the founding members.
Further to their general rights and obligations the Founding members can be invited to perform institutional and administrative duties, securing their correct development, this is without any financial compensation. However, expenses they incurred in the performance of such duties may be reimbursed based on the preliminary approval by both the Secretary General and the Treasurer of the Board.
STATUTE VII: ADMISSION OF ORDINARY MEMBERS AND SUPPORTING MEMBERS – CONDITIONS:
Any person, physical or juridical, private or public, or benevolent organisation wishing to become ordinary or supporting member, must send a letter of application to the Board of Trustees.
The Board of Trustees examines the applications at its following meeting and decide based on simple majority criteria.
Its decision is final and does not require to be justified in written form. The candidate is informed of the decision with a letter.
Non admitted candidates may not re-apply before one year after the date of the decision of the Board.
Ordinary members can be called to perform duties of responsibility within the framework of the initiatives promoted by WATCH.
Supporting members can limit their participation to providing financial support, however, it is compulsory for them to prove that it exists compatibility between their own activities and WATCH institutional initiatives;
STATUTE VIII: RESIGNATION AND DISMISSAL MEMBERS – CONDITIONS:
Members are free to resign from the Association at any time by addressing to the Board of Trustees a registered letter confirming his/her will to resign.
Any associate member failing to pay the subscription fee due within two months of receiving a soliciting letter is excluded from the association. In any other case, associate members may only be excluded from the association by decision of the annual General Assembly taken by a majority of at least 2/3 (two third) of the participants (or by their representatives).
The Board of Trustees may suspend any member, who might be considered guilty of a serious violation of the statutes or to (undermine) the reputation of the Association until a decision has been taken by the Annual General Assembly.
Excluded members of the Association or their heirs lose any rights towards the Association and they are not entitled to be refunded the subscriptions fee paid.
STATUTE IX: MEMBERS – REGISTER OF MEMBERS:
The Board of Trustees holds the register of associate members. This register lists the surnames, forenames, addresses, etc. and/or telephone, e-mail, or, in the case of corporations, foundations, bodies, etc., their name, the legal status and the registered legal address.
Moreover, the register contains indications on the category of associates (Founder, Ordinary, Supporting or Honorary). Data included in the register will be treated according to restrictions imposed by the privacy laws enforced in Italy.
The Board of Trustees is responsible to record all decisions concerning admission, dismissal or exclusion of members eight days after it took the decision.
STATUTE X: MEMBERS – SUBSCRIPTIONS AND PAYMENTS – MAXIMUM SUBSCRIPTION FEE:
Founder and Ordinary members pay an identical annual subscription fee.
The General Assembly may change the annual subscription fee, when needed, by decision taken by a majority of at least 2/3 (two thirds) of the participants (or by their representatives).
HEADING III: MANAGEMENT OF THE ASSOCIATION – CONTROLS
STATUTE XI: BOARD OF TRUSTEES:
The Association is administered by a Board of Trustees made up of 11 members elected by the annual General Assembly for a period of three years.
Board members appointment may be renewed or may, at any time, be revoked by the annual General Assembly.
The number of Board members must always be lower than the number of associates.
In the case a member of the Board resigns or is revoked from his/her appointment, the Board of Trustees nominates a temporary member of the Board that must be confirmed by the Annual General Assembly and he/she will remain in that position until the end of the mandate of the Board member that he/she replaced.
STATUTE XII: BOARD OF TRUSTEES – COMPOSITION – MEETINGS:
The Board of Trustees chooses from among its members the Chairperson, the Secretary General, the Treasurer and it establishes the Executive Committee integrated by:
The Director of External Affairs; the Director of Internal Affairs; the Director of Banking and Financial Affairs.
The Chairperson acts in the name of the Association, in case of his/her absence or impediment his/her functions are exercised by the Secretary General who call the meetings of the Board of Trustees and acts as the Secretary of the meeting.
The Meeting of the Board of Trustees are chaired by the Chairperson. In his/her absence the older Board Member (by age and seniority in the association) will represent him/her at the meeting.
The meeting of the Board of Trustees is not considered valid if it is not attended by at least two thirds of the Board members.
However, the quorum could also be considered reached and valid in the case, based on a previous agreement, video conferencing or other similar communication modalities will be used for the meeting..
Decisions are taken on the basis of a simple majority of vote. When the votes are equal in numbers, the vote cast by chairperson, or his/her substitute, prevails.
Minutes of meetings are written at each meeting of the Board of Trustees and they are signed by the Chairperson and the Secretary General. The minutes of meetings are than transcribed in the book of records of the Board of Trustees.
All extracts from the book of records of the Board of Trustees, as well as any other documents, must be signed by the Secretary General and countersigned by the Chairperson, or by two members of the Board of Trustees in the case of absence of the Chairperson.
The Board of Trustees may convene the internal auditors and/or external experts to attend its meetings, to provide clarifications, suggestions or consultations on projects, legal or financial issues, or other subjects that need to be debated. Those invited are not entitled to vote. Further modalities for the management of the meetings of the Board of Trustees, will be defined within the framework of the first General Assembly or in the by-laws.
STATUTE XIII: POWERS OF THE BOARD OF TRUSTEES:
The Board of Trustees, through the Chairperson and by his delegation, the Secretary General manages the affairs of the Association and has all the powers of ordinary and extraordinary administration concerned within the scope and life of the Association, except when such activities are legally and by statutes the prerogative of the Annual General Assembly.
The Board of Trustees can, in particular, sign all documents and commit in contracts, to reach agreements or compromises, acquire, permute and sell moveable and immovable properties, secure debt by mortgage, loans, sign rent contracts of any duration, accept all legacies, subsidies, donations and transfers, relinquish all rights, delegate authority to mandated persons of its choice, whether associate member or not members.
The Board of Trustees may also receive and be paid any sum or security, withdraw any sum or value that it was assigned, open Bank or Post Office accounts, carry out any transaction involving the said accounts, and in particular the withdrawal of funds by cheque, bank swift or order of transfer, or any other payment order, rent a box safe, pay all sums owed by the Association, etc.
The Board of Trustees appoints and/or removes from office, directly or by mandate, all employees and members of the Association. The Board of Trustees determines the nature of the job and the eventual salary of its collaborators.
The Chairperson legally represents the Association with third parties and in all legal proceedings, and his absence or impediment his/her function is exercised by the Secretary General.
The Chairperson manages, directs and coordinates the works of the General Assembly, and chairs the meetings of the General Assembly or delegates a member of the Board to do it. The Chairperson’s duty is to guarantee the unity of the Association and the respect of its statutory scopes.
The Secretary General coordinates the activities of the Board of Trustees and directs its meetings. He/she maintains relations with Authorities, Bodies and Organizations in the name of the Association.
The Treasurer of the Association manages and has power of signature over deposits, bank and post accounts, in the name and for the Association and she/he is authorised to make the financial transactions needed for the management and administration of the Association. The Treasurer activities will adhere to the guidelines set by the Board of Trustees and to the need to properly and smoothly achieve the scope of the Association.
The Treasurer is responsible to prepare the Yearly financial report of the Association and to submit it to the Board of Trustees by November the 10th each year.
The Auditors of the Association are three and they are all members of the Association. They supervise the economic and financial management of the Association. They are also responsible to control and countersign the financial books (records) and the financial reports of the Association. They may request the intervention of an external auditor with the approval of the Treasurer once a year or whenever it is necessary.
STATUTE XIV: REPRESENTATION OF THE ASSOCIATION – DAY-TO-DAY MANAGEMENT – DELEGATION OF POWER:
As part of its responsibility, the Board of Trustees may delegate its powers concerning the day-to-day management of the Association to one or more persons, provided that such delegation does not become a regular practice and also provided that third parties are duly given notice of it. In absence of such a delegation, the Secretary General is also responsible for the daily administration of the Association.
Except in the case of special delegation by the Board of Trustees, documents that are not referred to the day-to-day administration of the Association, are signed either by the Chairperson either by the Secretary General. The Secretary General must keep documented track records of these consultation occurred with the Chairperson to that extent.
STATUTE XV CONTROL:
The control of the Association records’ must be entrusted to three auditors appointed by the Annual General Assembly according to the Italian law governing the non lucrative or non profit organisations.
HEADING IV: ANNUAL GENERAL ASSEMBLY
STATUTE XVI: COMPOSITION AND POWERS:
The annual General Assembly is composed of all members of the Association who wish to attend.
The Chairperson of the Board of Trustees chairs the General Assembly.
The General Assembly has all the powers that it is enthroned by the Italian Law and by the statutes of the Association.
Only the General Assembly has the right to modify the statutes, to appoint and to suspend members of the Board of Trustees, to determine and to revoke remuneration that could be paid to auditors, to accept the resignations of or to revoke members of the Board of Trustees and Auditors, to approve budget forecasts and annual accounts, to decide the dissolution of the Association, to exclude member associates and to decide the transformation of the Association.
STATUTE XVII: MEETING DATES – CONVENING:
The ordinary Annual General Assembly is held at least once a year on the fourth Wednesday of July, or on another date that will be notified by the Board of Trustees according to the criteria established within these statutes, either in the registered office or any other location indicated in the notification papers to the associate members.
When the General Assembly date falls on a public holiday, the meeting is postponed to the next working day at the same hour.
The extraordinary General Assembly must be called by the Board of Trustees each time the interest of the Association requires it or at the request of a minimum of one fifth of the Founding and Ordinary Members
All annual General Assemblies are convened by letter containing the agenda where the topics of discussion, the place and time of the meeting are provided. The letter, signed by the Secretary General in the name of the Board of Trustees, will be addressed to each member associates at least eight days prior to the meeting.
Any proposal signed by at least one twentieth of the Founding and Ordinary Members is included in the meeting agenda.
The meeting is duly constituted without the process of notification and convening having been observed whenever all the associate members are present or represented by a delegate.
STATUTE XVIII: DEBATE:
Topics other than those proposed in the agenda cannot be debated at the General Assembly, unless all members are present or represented in it and, in this case, the proxy documents must make express reference to it.
STATUTE XIX: NUMBER OF VOTES – POSTAL VOTES – REPRESENTATION:
The General Assembly is valid whenever personally or by delegation of power, attendance includes the majority plus one of the member associates and the Assembly deliberations are valid with the vote of the majority of the 2/3 of the participants personally attending the Assembly or by delegation of power. Delegations are enclosed in the records of the Association. Each associate member can represent up to a maximum of three associate members. Votes must be expressed by hand raising or in written form.
In the case a vote of parity is reached it prevails the vote of the Chairperson or that of the Member of the Board of Trustees that substitutes him/her.
STATUTE XX: MINUTES:
Decisions of the Annual General Assembly are recorded in the minute’s record book signed by the chairperson and one member of the Board of Trustees. The minute’s record book is kept at the registered office of the Association and associates members may only consult it.
All members or third parties with a legitimate interest may request extracts signed by the chairperson and one member of the Board of Trustees.
HEADING V: FINANCIAL YEAR
STATUTE XXI: FINANCIAL YEAR:
The financial year begins on the first of January and ends on thirty-first of December each year.
HEADING VI: EVALUATION – STATEMENT OF ACCOUNTS – APPORTIONMENT
STATUTE XXII: ACCOUNTING PROCEDURES:
According to the Italian law concerning the non lucrative and non profit-making organisations, the Association applies accounting and reporting procedures related to the volumes of financial proceeds.
STATUTE XXIII: VALUATION – STATEMENT OF ACCOUNTS – FUNDS:
On December thirty-first of each year the Board of Trustees draws up a valuation statement according to common the current Law concerned with accounting practices.
The Board of Trustees draws up annual accounts in accordance with current Laws.
The Board of Trustees draws up an appropriation account report according to the current Law on accounting practices. The appropriation account report contains comments on the annual accounts in order to present in a clear and accurate manner the use made of the budget of the association in relation to its aims and objectives, and sets out estimates for the following financial year.
The patrimony of the Association is formed by the contributions from its members, by offers, by the project financing from public or private bodies and organizations, from eventual assignments, donations and legacies or any other kind of contribution that could legitimately be made to the Association.
STATUTE XXIV: LODGING OF ANNUAL ACCOUNTS AND RELATED DOCUMENTS:
According to the Italian law governing non profit-making organisations, the yearly appropriation account report and the supporting documents checked by the Auditors must be made available within thirty days from the approval made by the annual General Assembly.
HEADING VII: DISSOLUTION – WINDING UP
STATUTE XXV: DISSOLUTION:
The dissolution of the Association is decided by the Annual General Assembly which resolves approved by participants’ unanimity.
STATUTE XXVI: WINDING UP:
Winding up and dissolution of the association are regulated by the internal by-laws mentioned afterwards as well as by the current Laws regulating the subject.
The General Assembly determines the devolution of the assets of the association or, failing that, the devolution is established by the liquidators who shall dispose of the assets in a way that is as coherent as possible with the aims of the Association.
HEADING VIII: VARIOUS
STATUTE XXVII: By-Laws
The Board of Trustees will predispose internal by-laws of the Association that will be approved by the Annual General Assembly of the Association. The Assembly must also approve the modification proposed by the Board of Trustees or by the Associates members. The internal by-laws must be considered at all the legal effects as integrative part of these Statutes.
STATUTE XXVIII: COMMON RULES:
For all prescriptions eventually missing in this Statutes reference is made to the current Laws ruling for non profit Organisations.
HEADING IX: CONTROVERSIES
STATUTE XXIX: COURT WITH JURISDICTION:
The Court with jurisdiction where the Association Headquarter is located will be the only competent authority for any controversy that could arise between the associate members and the Association about the interpretation of these Statutes.
I, the Notary read these Statutes to the convened who approve it and with me sign it at the end and at the margin of every other sheet.
Typewritten from a person I trust and partly handwritten from me on six sheets with twenty two pages including this.
Signed Antonio Damiano Adelfio
Signed Giovanni Ettore Gigante
Signed Erriquez Nicola
Signed Daniela Ferro
Signed Maria Salerno Notaio
ASSOCIATION FOUNDATIONAL ACT
REPUBLIC OF ITALY
On the 27th of December 2005, in my office in Rome (Italy), located in Via Muzio Clementi no.18.
Before me Dr Maria Salerno, Notary in Rome registered in the List of the United Districts of Public Notaries for the cities of Rome, Velletri and Civitavecchia, without the assistance of witnesses since the below listed Convened in total consensus among them and with my assent decided to renounce to it,
– Mr. ADELFIO Antonio Damiano.
– Mr. GIGANTE Giovanni Ettore.
– Mr. ERRIQUEZ Nicola.
– Ms FERRO Daniela.
The above mentioned Convened Italian nationals, whose personal identity I the Public Notary am sure of, agree and state the following:
Art. 1- A non-profit and volunteer Association is created between the Covenants and those who will adhere to it afterwards according to the terms ruled by the Statutes. The association is given the name: “Associazione per la Protezione del Patrimonio Culturale tangibile e non tangibile in tempo di conflitti armati” – or abbreviated as “WATCH” (World Association for the Protection of Tangible and Intangible Cultural Heritage).
Art. 2 – The association is based in Rome (Italy) Via Francesco Dall’Ongaro no. 62.
Art. 3 – The scope, the patrimony, the administration, the organization, and the regulation of the Association are indicated by the Statutes that, signed both by the Covenants and I, the Public Notary as prescribed by the Law here are contextually transcribed to integrate the Statutes.
Art 4 – According to its Statutes, bodies of the Association are:
The General Assembly, the Board of Trustees, the Chair of the Board, the Secretary General, the Treasurer, the Executive Committee, the College of Internal Auditors,
Art. 5 – In derogation of the statutory norms the Covenants nominate the Board of Trustees electing Professor GIGANTE Giovanni Ettore, as the Chair of the Board, Architect ADELFIO Antonio Damiano, as the Secretary General and Doctor FERRO Daniela, as the Treasurer. They all accept the positions that they were assigned within the Board of Trustees. They all declare to be in any condition of ineligibility or expiry under the Italian laws. They reciprocally agree that they will remain in their positions until the first general assembly to take place by March the 31st 2006. The General Assembly will nominate the Board of Trustees that will remain in charge for three years. The Chair of the Board may nominate further members of the Board of Trustees for the best management of the Association. These members will cooperate closely with the Secretary General and they will report for their performance to the Chair and to the Board of Trustees. The members of the Board of Trustees, as stated above, remain in their position for three years and their re-election by the General Assembly is possible as stated in art. 11 of the Statutes.
The Board of Trustees manages the activities of the Association and has all the powers for the ordinary and the extraordinary administration related to the scopes and the life of the Association, with the exception for those activities that are a prerogative of the yearly General Assembly based both on the Law and the Statutes.
The Chair of the Board of Trustees is the legal representative of the Association and holds the social signature. In case of absence or impediment of the President or by her/his delegation, these functions are exercised by the Secretary General.
Art. 6 – The College of Internal Auditors and the Executive Committee will be elected on the occasion of the first General Assembly of the Associates that should take place by March the 31st 2006. Following such, the yearly General Assembly will take place in July of each year as specified in the Statutes the following; considering the international character of the Association, in the case the General Assembly is unable to take place physically in the Association Head Office, votes may also be cast via fax and email.
Art. 7 – The Associates’ subscription fee is established by the Covenants as 30,00 € (Thirty/00 Euros) for those new associates who will subscribe during the first year of social activity.
Art. 8 – The first social exercise will close on December the 31st 2006 and the following ones will close on December the 31st of each year.
Art. 9 – The Chair of the Board of Trustees is authorised to undertake all necessary steps to obtain the recognition of the Association by the competent Authorities as well as of those Authorities responsible to grant legal status to the Association; Only to that extent the President of the Board of Trustees is since now authorised to introduce to the Statutes that are here transcribed all those changes and integrations that will be eventually requested by the competent Authorities.
Art. 10 – The expenses for this act and those subsequent expenses are at the charge of the Association.