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ARTICLES OF ASSOCIATION
Article 1
Denomination
A national association named "Avocats Sans Frontières" – known in short as “ASF Italia” – is
hereby constituted, having philanthropic, scientific and educational objectives.
The Association has offices in Rome, Via Tacito 50.
Article 2
Duration and objectives
The Association life lasts until the 31 December 2050 and may be extended.
The Association develops its activities as a non-profit organisation of social utility, as part of
international solidarity through the legal and judicial assistance.
The Association pursues exclusively intervention activities, according to its ability, in
countries where Human Rights are violated, where political violence and armed conflicts do
not respect the rules of law, promoting the participation of third parties even with financial
aims to these contents.
The Association can carry out his professional services with public or private institutions by
covenants or entering into a specific agreement.
The Association can carry out all the activities and operations directly related to its mission
and then it will work in services related to humanitarian assistance.
More specifically, it promotes the establishment of activities devoted to spreading
awareness and importance of law and humanitarian principles, the recruitment of
volunteers and the fund raising for social and humanitarian purposes, as well as various
ancillary activities, such as meetings, debates, conferences, seminars, contests, production
and publication of new media, edition of books, magazines and informative bulletins, and
other appropriate means and services in any way connected with its institutional purposes.
To achieve its social aims, the Association may, among other things, own and / or manage
both movable and immovable assets, receive donations, enter into contracts and / or
agreements with other associations and / or third parties in general, and any other useful
services, within the limits of law, useful to the achievement of its objectives.
Article 3
Activities
In the orientation of its activities, the Association cooperates, in rescue work, with people
where justice is inaccessible to the most vulnerable groups and / or individuals, who do not
know their rights or how to claim them, where the degree of independence of the judiciary
system is insufficient and / or has gaps in legislation and procedures, where the actors of
justice (lawyers, judges, magistrates) are not sufficiently trained or limited in the exercise of
their duties, the judicial services has no the necessary means, without racial, religious,
philosophical or political discrimination.
The Association operates in the spirit of neutrality and impartiality, in the name of legal
assistance, claiming total freedom of the exercise of its function, adapting its lines and its
moral, ethical and strategic decisions to the uniform criteria and lines of conduct adopted by
other sections of Avocats Sans Frontières, even through protocols of coordination.
Article 4
Members of the Association
The members of the Association are those who introduce a membership application.
The admission of new members is subject to the following conditions:
• presentation of the application;
• payment of the annual membership fees;
• acceptance of the Articles of Association.
Citizens of any nationality, regardless of their residence, can be members.
The acceptance of the member application shall not discriminate for political, religious,
ethnic or any other reasons.
Adherence to "ASF Italy" must be decided by the Board of Directors and approved by the
President upon a request of the interested applicant.
Membership status is personal and not transferable in life either to heirs or legatees.
Every member who complies with the rules of these Articles attends the General Meeting, is
entitled to vote and eligible to the Association offices.
Membership is for an unlimited period of time and does not provide any direct or indirect
economic advantage to the members themselves and their families.
The members feel engaged to offer the Association their collaboration and commitment for
the development and furtherance of its corporate objectives, and also agree not behave in a
way that may harm the honour and reputation of the organisation.
Article 5
Classification of Members
The members of the Association are:
• Founding Members;
• Ordinary Members;
• Honorary Members.
The subdivision in these specific categories does not imply differences in treatment
regarding their rights and duties towards the Association.
The Founding Members are those who have participated in the foundation of the
Association by signing its instrument of incorporation.
The Ordinary Members are those who, through their continued cooperation and
participation in the life of the Association, demonstrate the moral capacity and professional
skills which ensure the continuation and development of the Association.
The Honorary Members are those who have contributed with relevant actions to the
development, dissemination and defence of the principles of the Association. The
appointment as Honorary Member must be approved by the Board of Directors upon a
proposal of the President. These Members can participate in the association activities but
are not entitled to vote or hold an Association office.
Temporary belonging to the Association is not allowed.
It is a duty of the Members to keep the Association updated on their contact details.
Article 6
Loss of membership
The membership is lost in case of:
A. resignation;
B. death;
C. expulsion;
D. failure to pay the annual membership fees for two consecutive years.
Members who wish to withdraw from the Association shall notify their intention by letter,
fax or email to the President, who will decide about the loss of membership. This decision is
immediately enforceable.
Moreover in case of one of the conditions set out in points B and D occurs, the member is
deleted from the register of members by an immediately enforceable resolution of the
President.
The fees shall be kept by the Association for the full year during which the member ceases to
have that status.
The expulsion of a member can take place for serious breaches of Articles’ obligations such
as behaviour contrary to them or a conduct which seriously damages the Association. Given
these circumstances, the Board of Directors may hear the reasons given by the member, and
pronounce by simple majority a suspension measure, pending the final decisions of the
General Assembly.
The members who have withdrawn or been excluded or who have ceased to belong to the
Association cannot claim back their membership fees.
Article 7
The Association governance
The governing bodies of the Association are:
• the General Assembly of Members;
• the Presidency Committee;
• the Board of Directors;
• the President and Vice-Presidents;
• the General Secretary;
• the Treasurer;
• the Board of Arbitrators.
• the Honorary President;
Article 8
The General Assembly of Members
The General Assembly of Members is composed by all Members who, at the time when its
meeting is called, have regularly paid the membership fees, who have no introduced a
resignation application and who have not received an expulsion order.
Legally convened and regularly constituted, the General Assembly represents all Members
and its resolutions, taken in accordance with these Articles, are binding for all Members
including those abstaining or dissenting.
Each Member is entitled to one vote.
In case of absence or hindrance, a Member may be represented, giving a written proxy, by
another Member.
Each Member may hold not more than five proxies.
The ordinary Assembly meeting is called in at least once a year, by the end of April, to
approve the final balance sheet prepared by the Board of Directors and to ratify the new
financial budget approved by the Board.
Extraordinary meetings shall take place as often as the Assembly has to take decisions within
its own jurisdiction, as described by article 9, in case of malfunction of the Association
governance, and whenever the President deems it necessary. The general meetings, either
ordinary or extraordinary, are called by the President of the Board by notice sent to the
Members by fax, email or other electronic ways at least eight days before.
The convocation shall be published on the official website of the Association (www.asfitalia.
it) too.
In their first call, all ordinary and extraordinary meetings are valid when there are at least
half plus one of the Assembly components. In their second call, they valid whatever is the
number of Members, present in person or by proxy.
The resolutions of the Assembly are valid where they are taken by a majority of the present
Members.
In the event of an equal number of votes, a proposal is considered rejected.
When taking decisions regarding the annual final balance sheet or concerning the
responsibilities of the members of the Board of Directors, these latter shall not vote.
Article 9
Powers of the General Assembly
It is up to the General Assembly:
• to approve the annual balance sheet, which must be supported by a summary of the
performed activities prepared by the Board of Directors;
• to ratify the financial budget of the following year, approved by the Board of
Directors;
• to approve the general strategic and operational guidelines aimed at enhancing and
broadening the Association;
• to determine the amount of the annual membership fees;
• to appoint and revoke the members of the Board of Directors;
• to appoint and revoke the members of the Board of Arbitrators;
• to appoint and revoke the Honorary President;
• to approve all amendments of these Articles of Association;
• to dissolve the Association;
• to appoint its liquidators;
• to allocate its remaining assets;
• to decide on any other matter that is not delegated by law or by these Articles to
another governance body.
The powers of the Assembly cannot be delegated.
Article 10
The Board of Directors
The Association is managed by a Board of Directors composed of a minimum of three and a
maximum of nine members.
The members of the Board are appointed by the General Assembly for three years and may
be reappointed.
The members of the Board may be revoked by a majority of two thirds of the General
Assembly.
In its first session, the Board of Directors appoints the President, Vice Presidents, General
Secretary, Treasurer and Honorary President, who constitute the Bureau of Presidency. The
Bureau of Presidency shall implement the resolutions of the Board of Directors.
The Treasurer is responsible for the compilation of the final balance sheet and the budget to
be submitted to the Board of Directors.
The Board of Directors shall meet ordinarily at least twice a year, within 31 December and 30
April, to approve first the new budget and then the final balance sheet to be submitted to
the General Assembly, and in extraordinary session whenever The President deems it
necessary.
The Board of Directors meets in the location indicated in the written meeting notice sent to
each member at least eight days before; in urgent cases, also by telephone, fax, telegram, email
or SMS at least two days before.
The Board meetings are valid when the simple majority of Directors is present.
Resolutions are approved by a simple majority vote, except for the expulsion of a Member,
under art. 6, or a proposal to amend these Articles for further submission to the Assembly.
Such cases require the approval of at least half of the members of the Board of Directors.
In case of equality, the vote of the President prevails.
The Board of Directors has all the necessary powers for the ordinary and extraordinary
management of the Association, except those expressly reserved by law or by these Articles
to the General Assembly of Members. It is also in charge of executing and implementing the
Assembly resolutions and exercising all other faculties deemed necessary, useful or
appropriate for the achievement of the Association statutory objectives.
The Board of Directors proposes to the General Assembly of Members:
• the appointment as Honorary Members of those who meet the requirements outlined
in article. 5;
• the amount of the annual membership fee.
The powers of the Board of Directors may be delegated to the members of the Presidency
Bureau.
Article 11
The President
The President is the legal representative of ASF Italy and holds the power of signature before
third parties and in court. The President is also in charge of:
• convening and chairing the General Assembly, the Board of Directors and the Bureau
of Presidency and drawing their agenda;
• supervising the execution and implementation of the resolutions of the Board of
Directors;
• undertaking, in urgent cases, extraordinary measures which are within the powers of
the Board of Directors, with the obligation to submit them for ratification to the first
meeting of the of the Board.
• issue any decision concerning the resignation or expulsion of the members provided
under article 6, paragraphs one and two.
While performing its duties, the President is assisted by the General Secretary.
In case of absence or impediment, the President is replaced by the Vice President.
The signature of the Vice President shall prove, before third parties, the absence or
incapacity of the President.
Article 11bis
The Honorary President
The Honorary President supports the Association by carrying on PR activities. The Honorary
President can participate in the Board of Directors, but has no right to vote.
Article 11ter
The Presidency Committee
The Presidency Committee cooperates with the President in his / her activities and made up
of a minimum of three to a maximum of five members.
Its members are named by the President and selected between people having an excellent
reputation and proved experience in the field of the promotion and defence of fundamental
Human Rights. They can be magistrates, lawyers of experts in other relevant disciplines.
The Presidency Committee holds an ordinary meeting at least once a year.
Article 12
The General Secretary
The General Secretary is appointed by the Boards of Directors and selected from among its
members.
He/she supports the President by taking some direct executive responsibilities including, as a
non-exhaustive example, the Association image and reputation, the management of its
ground missions and its territorial organisation through the establishment of local or
thematic committees. Furthermore, he/she undertakes any other tasks that the Board of
Directors intends to delegate to him / her.
The General Secretary presents his / her strategic plan to the Board of Directors once a year.
Article 12bis
The Treasurer
The Treasurer is appointed by the Boards of Directors and selected from among its
members. This responsibility can also be undertaken by the President, as it is aligned with his
/ her mandate.
The mission of the Treasurer is to manage the Association assets, supervise its receipts,
financing and payments, handle its bank accounts and whatever else the Board of Directors
intends to delegate to him/her. Moreover he / she keeps the Association books and their
constant updating.
Article 13
The Board of Arbitrators
The Board of Arbitrators, appointed by the General Assembly, is composed of three
members, including people with an extensive knowledge of the Association reality.
They hold their office for three years and can be confirmed.
During its first meeting, the Board of Arbitrators appoints its President.
Upon request of those interested, the Board of Arbitrators performs the judicial activity on
disputes between the Association bodies, office holders and Members.
Article 14
Financial year
The financial year lasts one calendar year.
By 31 December the financial budget of the ingoing year shall be approved by the Board of
Directors to be subsequently ratified by the General Assembly, which will also approve the
final balance sheet of the previous year.
Article 15
The term of offices
All offices of the Association last three years.
The office holders have the right to be reimbursed for the expenses incurred while
performing their duties.
Article 16
Dissolution
The dissolution of the association may be ordered by an extraordinary General Assembly
meeting, upon request of at least three quarter of the Board of Directors members.
The General Assembly decides also the devolution of the association assets in favour of
other associations with the same objectives entities of public interest.
Article 17
Financial resources
The resources of the Association are formed by the assets described by article 2 and by the
annual membership fees of its Members.
Article 18
Transitional provisions
All the rules of these amended Articles of Associations shall be applied from 13 May 2017.
Article 19
Referral
Any matter which is not covered by these Articles of Association will be governed by the
Italian Civil Code and other existing laws.
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