The organization

Non-governmental organization

By LaWS

A non-partisan association called “SI MA BÔ – Association for the protection of animals and the environment – Non-Profit Organization of Social Utility”,  in short “Simabo – Onlus” (the “Association”) is hereby established.

The Association is based in Borgoratto (AL), via Alessandria 26, but may open secondary offices in Italy and abroad.

The purpose of the Association is to improve the living conditions of the population of the islands of Cape Verde.  In particular, by reducing the risk of transmission of parasitic diseases by cutting down the number of stray animals through spaying/neutering campaigns, also by involving the population in  activities of prophylactic antiparasitic care and by treating animals carrying diseases. The Association also aims at raising funds to be used for carrying out its activities in the Cape Verde islands.

To achieve its purpose, the Association may:

  • Organize and promote conferences, round tables, workshops, educational classes, and events
  • Promote and create publications and audio-visual aids of all kinds directly
  • Foster study, research, and assistance in its field of activity and in other similar and related fields
  • Prepare, promote and publish,directly or indirectly books, texts, handouts, newsletters, and surveys
  • Take the initiative to foster and encourage any public or private actions  aimed at achieving the goals of the Association either by managing them directly or through third parties
  • Establish scholarships, prizes and awards
  • Coordinate its activities with those of other organizations, or individual researchers at a national and international level
  • Cooperate with or join any public, private, local, national, or international  organizations, movements and associations with which it shares institutional goals.

The Association may not engage in activities other than its above-said institutional activities which have exclusively charitable purposes, with the exception of activities directly related, accessory to or integrating such institutional activities, subject to the conditions and limits of art. 10, paragraph 5, of Legislative Decree No 460 of. 4 December 1997 and subsequent amendments and additions. The Association is a non-profit organization.

MEMBERSHIP

Members of the Association, in addition to founder members who signed the deed of association , are all natural and legal  persons, associations or organizations, who share explicitly the association’s purposes.

The Managing Committee shall decide whether or not  to accept applications for admission.

Members must pay annual membership fees and any other contribution required by the Managing Committee.

Members are required to comply with the ByLaws, internal regulations, and resolutions passed by the Association’s bodies.

Membership fees and contributions are not transferable except for transfers due to death and cannot be written up.

Membership shall be for an indeterminate period of time.

Members shall cease to belong to the Association as a result of death, resignation, or disqualification.

A member may withdraw at any time; by giving a written notice of withdrawal  to the Managing Committee, effective forthwith.

Disqualification shall be declared by the Managing Committee by a decision against the member stating the reasons therefor:

  • lack of participation in the life of the association or having a conduct contrary to the purposes of the association;
  • failure to pay in whole or in part the membership subscription and any other charges required by the Managing Committee and / or by the General Meeting of members for the achievement of the social purpose;
  • failure to comply with the duties to be discharged by  members or with  commitments undertaken  towards the Association.

BODIES OF THE ASSOCIATION

The Association has the following bodies:

  • General Meeting of members
  • Managing Committee
  • President
  • Vice President
  • Honorary President
  • Board of Auditors

GENERAL MEETING

The General Meeting is formed by all members. The Meeting shall be called by the President. The Meeting has the required quorum and can validly pass resolution in first call,  when at least half of the members  are present or represented and resolutions are passed  by a majority vote. In second call, the Meeting can validly pass resolution  whatever is the number of members present and voting,  and resolutions are passed  by simple majority.

However, for resolutions concerning amendments to the ByLaws  the favorable vote of at least two thirds of the members present will be required.

The General Meeting will be called at least once a year. The General Meeting shall pass resolution on:

  • the approval of the budget and financial statements
  • the appointment of the Managing Committee and of the Board of Auditors
  • the approval of and amendments to the ByLaws and any regulations
  • any other matters submitted by the Managing Committee.

The members and other participants of age shall have the right to vote for the approval of and amendments to the ByLaws and  regulations and for the appointment of the Managing Committee of the Association..

The resolutions passed by the General Meeting shall be recorded in the relevant minutes

The general meeting shall be called by the President, at least eight days before the scheduled date of the meeting, by written notice of call sent by letter, or by fax, or via email, with the consent of those concerned.

In urgent cases, the meeting may be called by telegram at least two days before the scheduled date of the meeting. Each member is entitled to one vote. Each member may give proxy to another member. However, a member may not accept more than one proxy.

MANAGING COMMITTEE

The Association shall be managed by a Managing Committee appointed by the General Meeting. The Committee shall be made up of three to five members chosen from among the other members, who shall hold office for five years and in any case until they are replaced.

If one or more members of the Managing Committee should fail during their term of office, the Managing Committee shall co-opt other members in replacement of the failing members ; the co-opted members shall hold office until the next General Meeting , which may confirm their appointment until expiration of the term of office of the Managing Committee that has co-opted them.

Should  the majority of  its members fail, the Managing Committee will be considered dismissed.

The Managing Committee shall have all the powers for the transaction of ordinary and extraordinary business of the Association, except the powers entrusted by law or by the By-Laws to the General Meeting.

The Managing Committee shall manage the activities of the association and shall decide on the allocation of profits and surpluses in compliance with the Association’s purpose.

The Managing Committee can entrust members or third parties with tasks specifying their duties and any refund of expenses and / or remuneration. It can also delegate some of its powers to one or more members of the Committee. Furthermore, it may draw up regulations to govern the Association’s activity. Such regulations will be submitted to the General Meeting for approval.

The Managing Committee will appoint a Chairman and a Vice Chairman from among its members.  It shall meet at least twice a year: by the 31st of May and by the 30th of November each year in order to draft and submit to the General Meeting for approval, respectively, the financial statements for the previous year and the budget for the subsequent year.

A copy of the financial statements shall be available for inspection by the members at the headquarters of the Association during fifteen days before the General Meeting and until it is approved.

The meeting of the Managing Committee shall be called at least eight days in advance, by written notice of call sent by letter, or by fax, or e-mail, with the consent of those concerned. In urgent cases, the notice of call may be sent by telegram at least two days before the scheduled date of the meeting.

President

The President, and when he/she is absent or prevented, the Vice President is the legal representative of the Association before third parties and in court and shall implement the decisions of the Managing Committee.

Honorary President

The General Meeting may appoint, from among  the members, an Honorary President, for special merits which further the aims of the Association. The Honorary President does not represent the Association and has no powers. He/she may attend, without the right to vote, the meetings of the Managing Committee.

BOARD OF AUDITORS

The General Meeting may appoint a board of auditors composed of three regular members and two alternates selecting them among persons having adequate professional qualifications, who will serve for three years and may be reappointed.

Capital

The assets of the Associations consist of:

  • initial capital of EUR 200
  • membership fees and any voluntary contributions by members which may be requested based on the needs and operation requirements of the  Association
  • grants by public bodies and other individuals and legal persons
  • any donations, grants, legacies
  • any income from services provided by the Association.

BUDGET AND FINANCIAL STATEMENTS

The financial year begins on 1st January and ends on 31st December  of each year.

Budget: the budget contains the budgeted revenues and expenditures, as forecasted and classified in detail according to scope and nature, relating to the subsequent financial year. It is drawn up by the Managing Committee  and must be approved by the General Meeting before 31st December  each year.

Financial Statements: the Financial Statements show the economic and financial situation, with details of income and expenses relating to the financial year. It must be submitted to the General Meeting for approval by 30 June of each year and must be deposited with the registered office fifteen days before the date of the General Meeting.

Profits or operating surpluses, as well as funds, reserves or capital shall not be distributed, not even indirectly, during the life of the Association, unless the destination or distribution is required by law or made in favor of other non-profit organizations having by law or under their By-Laws or regulations the same nature and purpose.

Dissolution

The Association shall be dissolved, according to the procedures provided for by art. 27 of the civil code:

  • when its  assets are insufficient to achieve its purposes
  • for any other reason provided for by art. 27 of the civil code

In the event of dissolution, the General Meeting shall resolve to to transfer the remaining assets to another association having similar purposes or to the benefit of public utility services, after consulting with the control body  provided for by art. 190 paragraph 3 of the Law of 23 December 1996, No. 662, unless otherwise required by law.

FINAL PROVISIONS

Any  matters not covered by these ByLaws shall be governed by the provisions  of the Civil Code and of any applicable laws.

FINANCIALs

Simabo takes its financial responsibility seriously and believes in the meticulous supervision of the funds our donors entrust to us.

We depend completely on the generosity of individuals and foundations to provide the valuable resources required to accomplish our work.

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