21 December, 2024
This is the English translation of the legally filed statute, you can view the original at this link.
A non-profit association with the following name is established, pursuant to the Civil Code and
the Third Sector Code - CTS (Legislative Decree 3 July 2017, n. 117 and subsequent
amendments and additions): "Schroedinger Hat Association of Social Promotion” or in short
“Schroedinger Hat APS”, from now on called “association”, with registered office in the
Municipality of Pelago and with unlimited duration.
The change in the registered office within the aforementioned Municipality does not entail a
change in the statute.
The acronym APS becomes effective with registration in the single national register of the third
sector (Runts).
The association aims to promote and disseminate open source technologies, with the aim of
supporting the development, use and sharing of open source software, platforms and tools. In
pursuit of its purpose, it undertakes to:
● Encourage awareness and adoption of open source technologies through educational
initiatives, seminars, workshops and conferences, aimed at both association members
and the broader community;
● Collaborate with institutions, educational bodies and other organizations to promote
innovation and learning in open source technologies;
● provide a platform for the exchange of knowledge, experiences and resources between
enthusiasts and professionals in the open source sector.
● support the development of open source projects that aim to solve social, educational or
technological problems, encouraging the active participation of association members and
the community;
● promote the principles of transparency, collaboration and sharing, essential in open
source ethics, in order to contribute to a more open and accessible technological
ecosystem.
The association pursues civic, solidarity or socially useful purposes by making prevalent use of
the voluntary activity of its members or of people belonging to the associated bodies, and
carries out exclusively or principally the following activities of general interest, referred to in art.
5, co. 1 CTS, in favor of its members, their family members or third parties:
d) education, instruction and professional training, pursuant to law 28 March 2003, n. 53, and
subsequent amendments, as well as cultural activities of social interest with educational
purposes;
g) university and post-university education;
i) organization and management of cultural, artistic or recreational activities of particular social
interest, including activities, including editorial, for the promotion and dissemination of the
culture and practice of volunteering and the activities of general interest referred to in this
article.
In particular, by way of example and not exhaustively, the association intends to carry out:
1. Encourage and support the creation of projects and initiatives to support software
development, with particular attention to Open Source, Free Software and Open
Content.
2. Support and participate in software development and documentation projects, aimed at
facilitating the learning of development tools.
3. Create and support synergies with other groups through the exchange of information or
the implementation of joint projects and initiatives.
4. Promote and enhance the use of open and free formats as a tool for perpetual and
unrestricted access to the storage of information and data.
5. Contribute to the creation of a correct opinion on IT.
6. Promote the association's activities through contact with local representatives,
politicians, economists and opinion makers in the sector.
7. Collaborate with bodies and associations to promote common initiatives.
8. Organize or participate in conferences, seminars, courses and events, such as moments
of dissemination and cultural growth in the field of computer literacy and training.
9. Create, publish and curate documentation and promotional material.
10. Participate in, sponsor, sponsor and finance projects in line with social goals and aimed
at spreading the culture of coding.
11. Participate in and promote seminars, conferences, congresses and study days in Italy
and abroad.
12. Associate with Italian and foreign bodies.
13. Establish secondary headquarters, organizational plants, sections, operational
structures, representations, offices and contact details in Italy and abroad.
14. Take initiatives aimed at achieving the Association's objectives, compatible with the spirit
of the Association and carried out on a voluntary and free basis.
15. Develop formal, informal and non-formal learning initiatives that involve people of
different ages and families.
The association can exercise, in accordance with art. 6 of the Third Sector Code, activities other
than those of general interest, secondary and instrumental to the latter, according to criteria and
limits defined with a specific Ministerial Decree of 19 May 2021, n. 107.
The identification of the different activities will subsequently be carried out by the administrative
body.
The association can exercise, in accordance with art. 7 of the Third Sector Code, fundraising
activities through the request to third parties for donations, bequests and contributions of a
non-reciprocal nature, in order to finance its activities of general interest, in compliance with the
principles of truth, transparency and correctness in relationships with supporters and the public
and of the Guidelines approved with Ministerial Decree of 9 June 2022.
The number of members is unlimited but, in any case, cannot be less than the minimum
established by law.
Natural persons, other APS and, provided that their number does not exceed 50% of the
number of associated APS, other third sector or non-profit organizations that share its objectives
and participate can join the association. to the activities of the association with their work, with
their skills and knowledge.
The association does not have limitations with reference to economic conditions and
discrimination of any nature in relation to the admission of members and does not provide for
the right to transfer, for any reason, the membership fee.
Anyone who intends to be admitted as an associate must submit an application to the
administrative body that contains:
● the indication of the name, surname, tax code and e-mail address;
● the declaration that you know and fully accept this Statute, any regulations and that you
comply with the resolutions legally adopted by the associative bodies;
The Board of Directors decides on the application according to non-discriminatory criteria,
consistent with the objectives 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 members' register.
The administrative body must, within 60 days, justify the resolution rejecting the admission
application and communicate it to the interested parties.
If the application for admission is not accepted by the Administrative Body, whoever proposed it
may, within 60 days of communication of the rejection resolution, request that the Assembly,
which decides on the applications not accepted, decide on the application, if not specially
convened, on the occasion of its next convocation.
The status of associate has a permanent nature and can cease only in the cases provided for
by the art. 5. Memberships that violate this principle by introducing admission criteria that are
instrumentally restrictive of rights or time limits are therefore not permitted.
Members have the right to:
● elect the associative bodies;
● be elected to the associative bodies if founders or registered in the register of members
for at least three years;
● be informed about the association's activities and monitor their progress;
● contribute to the preparation and approve the activity program;
● take note of the agenda of the meetings, examine the budgets and examine the
association books by submitting a written request;
Members have the obligation to:
● respect this Statute and any internal Regulations;
● pay the membership fee according to the amount, payment methods and terms
established annually by the management;
The membership status is lost due to death, withdrawal, automatic forfeiture or exclusion.
The member who seriously contravenes the obligations of this Statute, in any internal
Regulations and in the resolutions of the associative bodies, or causes material or moral
damage of a certain severity to the association can be excluded from the association.
The exclusion is decided by the Board of Directors, after consulting the member concerned. The
resolution must be communicated to the same member by registered letter with
acknowledgment of receipt.
The member can appeal against the exclusion resolution to the assembly; the appeal - which
suspends the resolution - must be proposed, under penalty of forfeiture, within thirty days of
receipt of the communication referred to in the previous paragraph.
The member excluded with a definitive decision will no longer be admitted.
The member can always withdraw from the association.
Anyone who intends to withdraw from the association must communicate their decision in
writing to the administrative body, which must adopt a specific resolution within 30 days to be
adequately communicated to the member.
The declaration of withdrawal takes effect only after its acceptance and, in any case, only at the
end of the current year, provided that it is presented at least three months before.
The member may lapse from the association for failure to pay the membership fee.
The rights to participate in the association are not transferable.
The sums paid as membership fees are non-refundable, revaluable and transferable.
Members who have ceased to belong to the association have no right to its assets.
The bodies of the association are:
● the Assembly;
● the administrative body;
● President;
● the Supervisory Body, where appointed.
All those who have been registered in the members' register for at least 3 months have the right
to vote in the Assembly.
Each member has one vote.
Each member may be represented at the Assembly by another member by means of a written
proxy, also at the bottom of the notice of meeting. Each member can represent up to a
maximum of 3 members.
The meeting is convened by written communication via ordinary email, containing the place,
date and time of the first and second call and the agenda, sent at least 10 days before the date
set for the meeting. address resulting from the members' register.
The Assembly meets at least once a year to approve the financial statements.
The Assembly must also be convened when the need is recognized or when a justified request
is made by at least one tenth of the members.
The Assembly has the following mandatory powers:
● appoints and dismisses the President and the members of the associative bodies and - if
applicable - the person in charge of the statutory audit of the accounts;
● approves the financial statements;
● decides on the responsibility of the members of the associative bodies and promotes
liability action against them;
● decides on amendments to the Articles of Association or the Statute;
● approves any regulations for the meeting's work;
● decides on the dissolution of the association and the devolution of any residual assets;
● decides on the transformation, merger or split of the association;
● decides on other objects attributed by the Law, the Articles of Association or the Statute
to its competence.
The Assembly is validly constituted on first call with the presence of at least half of the
members, personally or by proxy, and on second call regardless of the number of members
present, on their own or by proxy.
It is also possible to participate in the Assembly by means of telecommunications or to vote
electronically, provided that it is possible to verify the identity of the member who participates
and votes, and provided that it is expressly provided for in the written notice of the meeting. .
The Assembly decides by majority vote. In the resolutions approving the financial statements
and in those concerning their responsibilities, the directors do not have a vote.
To amend the Statute, the presence of a majority of members and the favorable vote of at least
two thirds of those present are essential, at first and second calls. If this quorum is not reached,
it is possible to give rise to a third and possibly a fourth call. On third call, the meeting is valid if
at least 30% of the members are present; on fourth call, if at least 20% of the members are
present. In both cases, the changes are approved with the favorable vote of at least two thirds
of those present.
For the transformation, merger and split of the Association pursuant to article 42 bis of the Civil
Code. The constitutive and deliberative quorums are the same as those required for the
approval of statutory amendments.
To decide on the dissolution and devolution of assets, the favorable vote of at least three
quarters of the members is required.
To decide on the dissolution of the Association and the devolution of its assets it is necessary,
according to the provisions of the art. 21 of the Civil Code, the favorable vote of at least three
quarters of the members.
In the event of extinction or dissolution, the residual assets are donated, subject to the positive
opinion of the Office referred to in Article 45, paragraph 1, of Legislative Decree 117/2017, and
unless a different destination is imposed by law, to other Third Sector Bodies which pursue the
same activities of general interest.
The administrative body operates in implementation of the wishes and general guidelines of the
Assembly to which it responds directly and by which it can be revoked with reasons for serious
reasons. Everything that is not, by law or by statute, the exclusive responsibility of the Assembly
or other associative bodies 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;
● formulate association activity programs on the basis of the lines approved by the
Assembly;
● prepare the financial statements and any social financial statements in the cases and in
the manner envisaged upon reaching the legal thresholds;
● prepare all the elements useful to the Assembly for the forecast and economic planning
of the financial year;
● decide on the admission of members;
● decide on disciplinary actions against members;
● stipulate all deeds and contracts relating to the association's activities;
● take care of the management of all movable and immovable assets owned by the
association or entrusted to it.
The administrative body is made up of a number of members, between 3 and 5, appointed by
the Assembly for a term of 4 years with the possibility of being re-elected.
The directors are chosen from among the associated natural persons who are founders or
registered in the register of members for at least three years: the art. applies. 2382 of the Civil
Code regarding the causes of ineligibility and forfeiture.
The Board of Directors is convened by written communication, containing the place, date and
time, and the agenda, sent at least 3 days before the date set for the aforementioned Board.
The administrative body is validly constituted when the majority of members are present.
The resolutions of the administrative body are taken by a majority of those present.
Intervention to the Board of Directors may also be made by means of telecommunications or the
expression of the vote electronically, provided that it is possible to verify the identity of the
director who participates and votes, and provided that it is expressly provided for in the written
communication of convocation.
The power of representation attributed to directors is general, therefore the limitations of this
power cannot be enforced against third parties if they are not registered in the single national
register of the third sector or if it is not proven that the third parties were aware of them
The President legally represents the association - in internal and external relations, towards
third parties and in court - and carries out all the actions that bind it externally.
The President is elected by the Assembly from among its members by a majority of those
present.
The President remains in office for as long as the Board of Directors and ceases upon expiry of
the mandate, through voluntary resignation or through possible revocation, for serious reasons,
decided by the Assembly, with the majority of those present.
At least one month before the expiry of the mandate of the administrative body, the President
convenes the Assembly for the renewal of the associative bodies.
The President convenes and presides over the Assembly and the administrative body, carries
out ordinary administration on the basis of the directives of these bodies, reporting to the latter
on the activities carried out.
The Vice President replaces the President in all his duties whenever the latter is unable to carry
out his functions.
The supervisory body, even monocratic, is appointed when the requirements established by the
Law are met.
The members of the Supervisory Body, to whom the art. applies. 2399 of the Civil Code, must
be chosen from among the categories of subjects referred to in the co. 2, art. 2397 of the Civil
Code. In the case of a collegial body, the aforementioned requirements must be possessed by
at least one of the members.
The Supervisory Body supervises compliance with the Law and the Statute and compliance with
the principles of correct administration, also with reference to the provisions of Legislative
Decree no. 8 June 2001. 231, if applicable, as well as on the adequacy of the organisational,
administrative and accounting structure and its concrete functioning. It can also exercise, upon
exceeding the limits set out in the co. 1, art. 31, the statutory audit of accounts. In this case the
control body is made up of legal auditors registered in the appropriate register. The Supervisory
Body also carries out tasks of monitoring compliance with civic, solidarity and social utility
purposes, and certifies that any social budget has been drawn up in compliance with ministerial
guidelines. The social report acknowledges the results of the monitoring carried out by the
Control Body.
The members of the Supervisory Body can at any time proceed, even individually, with
inspection and control actions, and to this end, they can ask the administrators for information
on the progress of corporate operations or on certain affairs.
If the Supervisory Body does not carry out accounting control and if the requirements
established by the Law are met, the association must appoint a statutory auditor or a statutory
auditing company registered in the appropriate register.
The assets of the association - including any revenues, annuities, proceeds and other income
however denominated - are used to carry out the statutory activity for the exclusive pursuit of
civic, solidarity or socially useful purposes.
The association is prohibited from distributing, even indirectly, profits and operating surpluses,
funds and reserves however denominated, to its members, 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.
The association can draw the economic resources necessary for its functioning and carrying out
its activity from different sources, such as: membership fees, public and private contributions,
donations and bequests, patrimonial income, proceeds from activities of general interest of
which to the art. 5 CTS, income from various activities referred to in art. 6 CTS and proceeds
from fundraising activities referred to in art. 7 CTS.
The association must draw up the annual financial statement with effect from January 1st of
each year.
It is prepared by the Board of Directors, approved by the Assembly within 4 months of the end
of the financial year to which the financial statements refer and deposited in the single national
register of the third sector by 30 June.
The administrative body documents the secondary and instrumental nature of the various
activities referred to in the art. 2, depending on the case, in the mission report or in a note at the
bottom of the cash flow statement.
The association must hold the:
● register of members, kept by the administrative body;
● register of volunteers, kept by the administrative body and endorsed pursuant to
ministerial note no. 12675 of 14 September 2022;
● book of the meetings and resolutions of the Assembly, 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;
● book of meetings and resolutions of the Supervisory Body, if appointed, kept by the
same body;
● book of meetings and resolutions of any other associative bodies, kept by the body to
which they refer.
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, without profit, not
even indirectly, and exclusively for solidarity purposes.
The volunteers' activity 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, lump-sum expense
reimbursements are prohibited.
Expenses incurred by volunteers can be reimbursed within the limits of the provisions of the art.
17 of the CTS.
Volunteers are insured against accidents and illnesses related to carrying out volunteering
activities, as well as for civil liability towards third parties, pursuant to art. 18 of the CTS.
Being a volunteer is incompatible with any form of subordinate or self-employed employment
relationship and with any other paid employment relationship with the association.
The association may hire employees or make use of self-employed or other services, including
those of its own members, only when this is necessary for the purposes of carrying out activities
of general interest and pursuing the statutory objectives.
In any case, the number of workers employed in the activity cannot be greater than 50% of the
number of volunteers or 5% of the number of members.
In the event of dissolution of the association, the residual assets are donated, subject to the
positive opinion of the regional office of the single national register of the third sector, and unless
a different destination is imposed by law, to other third sector bodies.
The Assembly that decides on the dissolution appoints one or more liquidators.
Although it is not expressly provided for by this Statute, by any internal Regulations and by the
resolutions of the associative bodies, the provisions of Legislative Decree 3 July 2017, n. apply.
117 (Third Sector Code) and subsequent amendments and, to the extent compatible, by the
Civil Code.