Statute

SOCIAL PROMOTION ASSOCIATION

CiaoLapo APS ETS

ART. 1

(Name, registered office and duration)

The association with the name CiaoLapo APS ETS , where APS stands for Association of Social Promotion, hereinafter referred to as “association”, it is a social promotion association pursuant to Legislative Decree 3 July 2017 n. 117, hereinafter referred to as the Third Sector Code, and subsequent amendments, has its registered office in the Municipality of Prato, in via degli Abatoni 11/11 and has an unlimited duration.

Until the operation of the Single National Third Sector Register, the previous regulations for the purposes and for the effects deriving from the registration in the regional APS Register continue to apply to the association. The requirement of registration in the single national Register of the Third Sector, pending the establishment of the Register itself, is considered satisfied by the association, pursuant to art. 101 of the Third Sector Code, through its registration in the regional register of social promotion associations currently envisaged by the specific sector regulations.

ART. 2

(Purpose, purpose and activity)

2.1 Theoretical reference framework

CiaoLapo is a non-partisan and non-denominational association that operates in the perinatal health sector in Italy and abroad.

CiaoLapo pursues its statutory purposes by enhancing the quality of relationships between people and the well-being of the community with a view to mutual respect and the involvement of all interested parties for the improvement of the quality of life and general well-being of the individual, the family and of society.

From the point of view of the approach to health , CiaoLapo recognizes and applies the principles of Narrative-Based Medicine, NBM) which takes into consideration the human being in the entirety of his life and in the intertwining of social relationships, in the context of which he has to deal with illness and suffering. According to this approach, illness and suffering do not represent only a mere clinical-diagnostic datum as an end in itself, but characterize and influence (being in turn influenced by them) the social relationships of the person (couple, family, work, etc.), they have symbolic meanings. and they can be approached from multiple points of view. The approach of Narrative-Based Medicine is not opposed to, but joins with that of Evidence-Based Medicine (Evidence-Based Medicine , EBM) that CiaoLapo pursues as a necessary tool from a clinical and research point of view to provide each subject with the diagnostic, preventive and therapeutic intervention that is most appropriate for their case.

The concept of care that derives from this picture constitutes the ethical framework of CiaoLapo: the protection of health ( care ) is closely linked to the ethics of care ( care ), at the center of which are the concepts of respect , non-judgment and of reciprocity. Among the activities of the association, these principles are manifested especially in the promotion of self-help groups and in the support of all experiences of perinatal loss, without distinction, at any gestational or post-natal age, for any cause and in any type of family. .

2.2 Purpose

The association has as its purpose:

1. the promotion and dissemination of good practices in the area of perinatal health and the scientific and public dissemination of knowledge on the subject, as well as the development of research lines in medicine, psychology, psychiatry, psychotherapy, sociology, anthropology, pedagogy and related disciplines, relating to perinatal health, perinatal psychology and psychiatry, protection of low and high risk pregnancy and their psychological and physical complications, prevention and support in the event of fetal and neonatal loss in all gestational periods and in the first year of life, including abortion, poly-abortion, the failure of medically assisted procreation paths and more generally everything that is attributable to the protection and promotion of the health and bio-psycho-social well-being of the mother, the couple and the child;
2. the development and application of research and intervention lines on the subject of perinatal health, also in relation to the aspects of epidemiology, prevention, public health, translational medicine, pharmacology, toxicology and basic and clinical research, also with reference to medicines and practices unconventional, with a view to medicine based on evidence of efficacy;
3. the planning, promotion and implementation of individual, couple or group psychological support activities, with vis a vis modality or distance for individual parents, couples and families who have received an inauspicious diagnosis (infertility, fetal death, fetal pathology) or faced a perinatal loss, for couples engaged in a pregnancy following a bereavement or in an adoptive/foster care journey, and more generally for all people with a previous experience of perinatal loss who are confronted with difficulties in ‘grieving or experiencing new parenthood;
4. the design, promotion and implementation of psychological support activities for children and adolescents affected by perinatal bereavement and the promotion of educational and psycho-educational projects aimed at families, teachers and schools of all levels on the life cycle , on waiting, on birth, on death and on dying through the literature for childhood and adolescence and the different narrative languages available from time to time;
5. the design, promotion and implementation of integrated network paths (including guidelines) between hospital and territory and between health workers of hospital wards and counseling centers, to favor the correct care of the woman and the couple, promote a correct diagnosis and correct classification of the health problems presented by the woman, the couple or their deceased child, including psychic problems, in order to promote a correct path of medical and psychological therapy for women, couples and families with experience of perinatal bereavement or pregnancy following a previous loss;
6. the design, promotion and implementation of prevention and education projects relating to the adoption of healthy lifestyles (physical and sporting activity, healthy eating, abstinence from alcohol, smoking and other substances and abusive behaviors) in the populations of children and girls, adolescents, men and women of childbearing age.

2.3 Purpose and activities

The association has a non-profit purpose and pursues civic, solidarity and social utility purposes , by carrying out one or more of the following activities of general interest in favor of its members, their families or third parties, pursuant to art. 5 of the Third Sector Code, making use of prevalent activity of the voluntary work of its associates or of the persons adhering to the associated bodies:

b) interventions and health services ,

with particular (but not exclusively) reference to:

• promotion and offer of consultancy and management services with operators and specialists in gynecology, obstetrics, pathological anatomy, bereavement psychology, psychotraumatology and counseling;
• development and promotion of corporate, regional and national guidelines on perinatal health on the bio-psycho-social well-being of mother, father and child, on assisting with pregnancy loss and after childbirth and pregnancies after bereavement;
• support through intervision via e-mail, chat and when possible vis a vis to the operators involved in the assistance of families affected by perinatal bereavement.

g) university and post-graduate training ,

with particular (but not exclusively) reference to:

• training of operators in the following areas: psychology and perinatal psychiatry, psychology and psychopathology of bereavement, development and application of international guidelines and protocols, communication techniques in emergency / urgency and in post-traumatic situations, helping relationship and development of skills relational, management of pregnancies following a loss; post-partum and puerperium management; prevention, public health and perinatal epidemiology; perinatal pharmacology, therapy and toxicology;
• collaboration for the drafting of research projects and graduation theses and post-graduate training (masters, doctorates, advanced courses, etc …) university and non-university, in the following areas: psychology and perinatal psychiatry, psychology and psychopathology of bereavement, development and application of international guidelines and protocols, communication techniques and development of relational skills, management of pregnancies following a loss; post-partum and puerperium management; prevention, public health and perinatal epidemiology; perinatal pharmacology, therapy and toxicology.

h) scientific research of particular social interest ,

with particular (but not exclusively) reference to:

• realization and promotion of basic, clinical, psychological, humanistic and translational research in particular in the following areas: psychology and perinatal psychiatry, psychology and psychopathology of bereavement, development and application of international guidelines and protocols, communication techniques and development of relational skills , management of pregnancies following a loss; post-partum and puerperium management; prevention, public health and perinatal epidemiology; perinatal pharmacology, therapy and toxicology.

i) organization and management of cultural, artistic or recreational activities of particular social interest , including activities, including editorial activities, for the promotion and dissemination of the culture and practice of volunteering and activities of general interest referred to in this article,

with particular (but not exclusively) reference to:

• implementation of scientific, educational or cultural initiatives, events or activities to promote knowledge on the prevention of perinatal death, on possible risk factors and on the correct diagnostic path after spontaneous abortion and stillbirth, with particular reference to loss management and more generally to perinatal health, perinatal psychology and other topics covered by the association;
• Organization, promotion and participation in local, national and international awareness days in the area of bio-psycho-social health and well-being in the perinatal setting, including in particular: BabyLoss Awareness Day (Oct. 15), World Prematurity Day (Nov. 17), World Birth Defects Day (March 3), Maternal Mental Health Awareness Day (May 2) and other days on the same theme;
• organization, promotion and participation in social awareness and remembrance initiatives;
• creation, publication and / or promotion of scientific, psychological, educational, humanistic, or fictional texts on the topics covered by the association;
• creation of information campaigns, brochures, leaflets and information and dissemination material on the topics covered by the association;
• creation, publication and / or promotion of photographic and artistic projects, films, musical works, documentaries and other audiovisual or multimedia works on the topics covered by the association.

w) promotion and protection of human, civil, social and political rights, as well as the rights of consumers and users of the activities of general interest referred to in this article, promotion of equal opportunities and mutual aid initiatives , including time banks referred to in article 27 of the law of 8 March 2000, n. 53, ei solidarity buying groups referred to in article 1, paragraph 266, of law no. 244,

with particular (but not exclusively) reference to:

• awareness of good practices of assistance, support and care of women and couples before conception, during pregnancy and after birth, including women and couples with risk factors or diseases already known;
• awareness and dissemination of the guidelines and guidelines of the World Health Organization and other authoritative national and international bodies relating to the protection of reproductive and perinatal health, including the psychological health and bio-psycho-social well-being of mothers, fathers , couples and children and the promotion of breastfeeding;
• awareness and dissemination of the rights of women, couples and children during pregnancy, labor, childbirth and after birth, including the rights of parents with previous or current prenatal death;
• awareness, education and contrast to the phenomenon of abuse and disrespect during pregnancy, labor, childbirth and the puerperium, including psychological and verbal abuse, with particular attention to situations of high traumatic complexity, or in the presence of pathology physical or mental maternal, fetal or newborn pathology, perinatal loss;
• awareness and dissemination of good practices for proper support in case of perinatal loss (example: collection of memories, offer of information written in simple language on the main decisions to be made when a child dies, use of memory boxes, etc …) ;
• dissemination, promotion and possible improvement of laws and regulations relating to perinatal health (example: rules on burial, abstention from work, diagnostic investigations, etc.) and protection also in the legal and legislative sphere of parental rights after the loss ;
• awareness raising and reception and support activities for bereaved parents with self-help groups and with individual meetings with trained personnel, both face to face and remotely on the web, in the forum, in facilitated online groups and in the association’s social networks;
• promotion of the right to maternal and child health and the right to a correct diagnostic classification of any risk factors and pathologies in progress of the woman, couple and child that have jeopardized conception, the outcome of a pregnancy or may affect subsequent pregnancies ;

The association can exercise, in accordance with art. 6 of the third sector code, activities other than those of general interest, secondary and instrumental with respect to the latter, according to criteria and limits defined by a specific ministerial decree. Their identification will subsequently be made by the Administrative Body.

The association can also carry out fundraising activities, pursuant to art. 7 of the Third Sector Code, – through the request a third parties of donations, bequests and contributions of a non-cash nature – in order to finance their activities of general interest and in compliance with the principles of truth, transparency and fairness in relations with supporters and with the public.

ART. 3

(Admission and number of associates)

The number of associates is unlimited but, in any case, cannot be less than the minimum established by law.

They can join the association natural persons And the Entities of the Third Sector or non-profit that share the purposes of the same, without limitations with reference to the economic conditions and discrimination of any kind in relation to the admission of members and does not provide for the right to transfer the membership fee for any reason.

Anyone wishing to be admitted as an associate must submit an application to the Administrative Body which must contain:

– the indication of the name, surname, residence, date and place of birth, tax code as well as telephone numbers and e-mail address;

– the declaration of knowing and fully accepting this Statute, any regulations and to abide by the resolutions legally adopted by the association bodies.

The Administrative Body decides on the application according to non-discriminatory criteria, consistent with the aims pursued and the activities of general interest carried out.

The admission resolution must be communicated to the interested party and noted, by the Administrative Body, in the register of associates.

The Administrative Body must, within 60 days, motivate the decision rejecting the application for admission and communicate it to the interested parties.

If the application for admission is not accepted by the Administrative Body, the person who has proposed it may, within 60 days of the communication of the rejection resolution, request that the Shareholders’ Meeting decide on the application, which decides on the requests not accepted, if not specially convened, on the occasion of its subsequent call.

Associate status is permanent and can only fail in the cases provided for by art. 5 of the statute. Therefore, adhesions that violate this principle, introducing admission criteria that are instrumentally limiting of rights or on a fixed-term basis, are not allowed.

ART. 4

(Rights and obligations of associates)

Associates have the right to:

– to elect the associative bodies and to be elected in them;

– examine the company books;

– be informed about the association’s activities and monitor their progress;

– attend the premises of the association;

– participate in all the initiatives and events promoted by the association;

– contribute to the elaboration and approve the program of activities;

– be reimbursed for the expenses actually incurred and documented for the activity performed on behalf of the Association;

– take note of the agenda of the meetings, view the financial statements and consult the associative books.

Associates are obliged to:

– respect this Statute and any internal Regulations;

– pay the membership fee according to the amount, the payment methods and the terms established annually by the Assembly.

ART. 5

(Loss of associate qualification)

The status of associate is lost through death , exclusion and withdrawal.

The member who seriously contravenes the obligations of this Statute, in any internal Regulations and in the deliberations of the associative bodies, or causes material or moral damage of a certain gravity to the association, can be excluded by the association by resolution of the Assembly with secret vote and after having listened to the justifications of the interested party. The exclusion resolution must be adequately communicated to the member who can present his own counter-arguments.

The member can always withdraw from the association.

Those who intend to withdraw from the association must communicate their decision in writing to the Board of Directors, which must adopt a specific resolution to be adequately communicated to the member.

The declaration of withdrawal takes effect with the expiry of the current year, provided that it is made at least 3 months before.

The rights to participate in the association are not transferable.

The sums paid as a membership fee are non-refundable, re-evaluable and transmissible .

The associates who in any case have ceased to belong to the association have no right to the patrimony of the same.

ART. 6

(Organs)

The bodies of the association are:

– the Assembly;

– the Administrative Body;

– the Supervisory Body, if appointed upon exceeding the thresholds provided for by law;

– the Scientific Committee.

ART. 7

(Assembly)

In the Assembly, all those who have been registered in the register of associates for at least 3 months have the right to vote .

Each member has one vote.

Each member may be represented in the Assembly by another member by means of a written proxy, also at the bottom of the notice of call. Each associate can represent up to a maximum of 3 associates.

The meeting is convened by written communication, containing the place, date and time of the first and second call and the agenda, sent, also by e-mail, at least 15 days before the date set for the Shareholders’ Meeting. at the address resulting from the book of associates.

The Shareholders’ Meeting meets at least once a year to approve the cash statement, or the financial statements and any corporate financial statements in the cases and in the manner provided for when the legal thresholds are reached.

The Assembly must also be convened when the need arises or when a motivated request is made by at least one tenth of the members.

The Assembly has the following mandatory competences :

– appoints and revokes the members of the association bodies and, if applicable, the person in charge of the statutory audit;

– approves the Cash Flow Statement, or the Financial Statements and the Social Report, if any, in the cases and in the manner provided for when the legal thresholds are reached ;

– deliberates on the responsibility of the members of the associative bodies, pursuant to art. 28 of the Third Sector Code, and promotes liability action against them;

– resolves on the exclusion of members ;

– deliberates on the modifications of the Constitutive Act and of the Statute ;

– approves any regulations for the meeting proceedings and any other regulations ;

– approves the dissolution;

– approves the transformation, merger or demerger of the association;

– deliberates on the other objects attributed by the Law or the Statute to its competence.

The Assembly is validly constituted on first call with the presence of at least half of the members, on their own or by proxy, and on second call whatever the number of members present, on their own or by proxy.

The Assembly deliberates by majority of votes. In the resolutions approving the financial statements and in those concerning their responsibility, the directors do not have a vote.

To modify the Constitutive Act and the Statute , at least three quarters of the members must be present on first call and the favorable vote of the majority of those present.

To resolve the dissolution of the association and the devolution of the assets, the favorable vote of at least three quarters of the members is required.

ART. 8

(Administrative body)

The Board of Directors operates in implementation of the wishes and general guidelines of the Assembly to which it responds directly and from which it can be, for serious reasons, revoked with motivation.

Anything not pertaining exclusively to the Assembly or to other associative bodies by law or by statute falls within the sphere of competence of the Administrative Body.

In particular, and among others, the tasks of this body are:

– carry out the resolutions of the Assembly;

– elect the positions within it;

– formulate the associative activity programs on the basis of the guidelines approved by the Assembly;

– prepare the cash report, or the financial statements and the social report, if any, in the cases and in the manner provided for when the legal thresholds are reached;

– prepare all the elements useful to the Assembly for the forecast and economic planning of the financial year;

– approve the admission of members;

– propose the exclusion of members;

– deliberate disciplinary actions against members;

– stipulate all the deeds and contracts relating to the associative activities;

– take care of the management of all movable and immovable property owned by the association or entrusted to it.

The Board of Directors is
formed
by a number of members, between 2 and 3, appointed by the Assembly for the
duration
of 3 years and are
always eligible for re-election
.

The majority of the directors are chosen between associated natural persons or indicated by associated bodies: art. 2382 of the Civil Code regarding the causes of ineligibility and forfeiture.

The Board of Directors is validly constituted when the majority of the members are present.

The resolutions of the Administrative Body are adopted by a majority of those present.

The power of representation attributed to the directors is general , therefore the limitations of this power cannot be opposed to third parties if they are not registered in the Single National Register of the Third Sector or if it is not proven that third parties were aware of them.

ART. 9

(President)

The President legally represents the association – in internal and external relations, towards third parties and in court – and carries out all the acts that bind it to the outside world.

The President is elected by the Board of Directors from among its members by a majority of those present.

The President remains in office as long as the Board of Directors and ceases due to the expiry of the mandate, voluntary resignation or possible revocation, for serious reasons, decided by the Assembly, with the majority of those present.

Before the term of office of the Administrative Body expires, the President calls the Assembly for the appointment of the associative bodies.

The President convenes and chairs the Assembly and the Administrative Body, carries out the ordinary administration on the basis of the directives of these bodies, reporting to the latter on the activities performed.

The Vice President replaces the President in all his attributions whenever he is unable to perform his functions.

ART. 10

(Supervisory body)

The Supervisory Body, even single- handedly , is appointed when the requisites provided for by the law are met.

The components of the Supervisory Body, to which art. 2399 of the Civil Code, must be chosen from the categories of subjects referred to in par. 2, art. 2397 of the Civil Code. In the case of a collegiate body, the aforementioned requirements must be possessed by at least one of the members.

The Supervisory Body monitors compliance with the law and the Articles of Association and compliance with the principles of correct administration, also with reference to the provisions of Legislative Decree 8 June 2001, n. 231, if applicable, as well as on the adequacy the organizational, administrative and accounting structure and its concrete functioning. It may also exercise, upon exceeding the limits referred to in par. 1, art. 31, the statutory audit. In this case, the Control Body is made up of statutory auditors registered in the appropriate register. The Control Body also exercises tasks of monitoring compliance with civic, solidarity and social utility purposes, and certifies that any social report has been drawn up in compliance with ministerial guidelines. The social report acknowledges the results of the monitoring carried out by the auditors.

The members of the Supervisory Body may at any time proceed, even individually, with acts of inspection and control , and to this end, they may ask the directors for information on the progress of corporate operations or on specific business.

ART. 11

(Scientific Committee)

The Scientific Committee is composed of a minimum of 5 to a maximum of 9 members who remain in office for 3 years and in any case until revocation and can be renamed.

Researchers and professionals of the perinatal and maternal-infantile area with proven experience can be part of the Scientific Committee.

The Administrative Body appoints the members and the Coordinator of the Scientific Committee.

The Scientific Committee supports the Administrative Body in defining the strategic lines of the association and in evaluating projects.

ART. 12

(Statutory audit)

If the Control Body does not exercise accounting control and if the requisites provided for by the Law are met, the association must appoint a Statutory Auditor or a Statutory Auditing Company registered in the appropriate register.

ART. 13

(Heritage)

The assets of the association – including any revenues, income, proceeds and other revenues, however named – are used to carry out the statutory activities for the exclusive pursuit of civic, solidarity and social utility purposes.

ART. 14

(Prohibition of distribution of profits)

For the purposes referred to in the previous art. 13, the association has the prohibition to distribute, even so indirect, profits and operating surpluses, funds and reserves however named, to its associates, workers and collaborators, administrators and other members of the associative bodies, even in the case of withdrawal or any other hypothesis of individual dissolution of the associative relationship.

ART. 15

(Economic resources)

The association can draw the economic resources , necessary for its functioning and the carrying out of its business, from different sources, such as: membership fees, public and private contributions, donations and bequests, property revenues, income from fundraising activities as well as from activities other than those of general interest, pursuant to art. 6 of the Third Sector Code.

ART. 16

(Cash flow statement or financial statements)

The association must draw up the cash report, or the financial statements in the cases and in the manner provided for when the legal thresholds are reached, annually and with effect from January 1st of each year.

It is prepared by the Board of Directors, approved by the Shareholders’ Meeting within 4 months of the end of the financial year to which the financial statements refer and filed with the Single National Register of the Third Sector.

The Administrative Body documents the secondary and instrumental nature of the various activities referred to in art. 2, as appropriate, in the mission report or in an annotation at the bottom of the cash flow statement or in the notes to the financial statements.

ART. 17

(Social disclosure and social report)

The association, in the cases and in the manner provided for when the legal thresholds are reached, must:

– publish annually and keep updated on its website any emoluments, fees or considerations for any reason attributed to the members of the administration and control bodies, managers and associates;

– draw up, file with the Single National Register of the Third Sector and publish the social report on its website .

ART. 18

(Books)

The association must keep the following books:

• register of associates , kept by the Administrative Body;
• register of volunteers , who carry out their activities on a non-occasional basis, kept by the Administrative Body;
• book of meetings and resolutions of the Shareholders’ Meeting , in which the minutes drawn up by public deed must also be transcribed, kept by the Administrative Body;
• book of meetings and resolutions of the Administrative Body, kept by the same body;
• the book of meetings and resolutions of the Supervisory Body , where appointed, kept by the same body.

Associates have the right to examine the aforementioned associative books by making a written request to the Administrative Body.

ART. 19

(Volunteers)

Volunteers are people who by their free choice carry out, through the association, activities in favor of the community and the common good, making their time and skills available.

Their activity must be carried out in a personal, spontaneous and free way, non-profit, not even indirect, and exclusively for solidarity purposes.

The activity of the volunteers cannot be remunerated in any way, not even by the beneficiaries.

Volunteers can only be reimbursed by the association for expenses actually incurred and documented for the activity performed, within maximum limits and under the conditions previously established by the Administrative Body: in any case, flat- rate reimbursement of expenses is prohibited .

The expenses incurred by the volunteers can be reimbursed within the limits of the provisions of art. 17 of the Third Sector Code.

The quality of volunteer is incompatible with any form of subordinate or self-employed employment relationship and with any other paid employment relationship with the association.

ART. 20

(Workers)

The association can hire employees or make use of self-employment or other services, including its members , only when this is necessary for the purpose of carrying out the activities of general interest and for the pursuit of the statutory purposes.

In any case, the number of workers employed in the activity cannot exceed 50% of the number of volunteers or 5% of the number of associates.

ART. 21

(Dissolution and devolution of the residual assets)

In case of dissolution of the association, the residual assets is devolved, subject to the positive opinion of the Regional Office of the Single National Register of the Third Sector, from when it will be operational, and unless otherwise required by law, to other entities of the Third Sector, or for purposes of social utility, pending the full operation of the said Office.

The Assembly appoints one or more liquidators preferably chosen from among its members.

ART. 22

(Postponement)

Although not expressly provided for by this Statute, by any internal Regulations and by the resolutions of the associative bodies, the provisions of the Third Sector Code and subsequent amendments and, as far as compatible, of the Civil Code apply.