Articles of Association of the Cultural Association “Fantàsia APS”

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Art. 1 – Declaration of Incorporation

On 01/04/2023, a non-profit Cultural and Music Association named “Fantàsia” was established, with registered office at Via Valle del Pozzo, 13, postcode 61037, Mondolfo, PU, Italy.
Hereinafter, it shall be referred to briefly as the “Association”. Any change of address or registered office within the same Municipality shall not entail any amendment to these Articles of Association or to the internal regulations.
The Association is established for an unlimited duration.

Art. 2 – Purposes and Objectives

The Association, which is democratic and non-political, pursues the following non-profit purposes:

To promote, develop and disseminate musical culture and Artists working throughout the world, enhancing their work, image and creativity in Italy and abroad.

To broaden knowledge of musical, literary and artistic culture in general through contacts among individuals, bodies and associations.

All this without discrimination based on place, time, trends or styles, fostering as fully as possible the dissemination, production and distribution of their works through promotion and enhancement of artistic image, by creating initiatives and services, including those addressed to third parties, in the fields of culture, tourism, art and entertainment, which meet the aspirations of the Members.
The Association proposes activities aimed at solidarity and well-being in every respect: for people, the environment and culture, in order to promote the development and well-being of individuals and communities.

In order to achieve the above, the Association aims to improve the qualifications and professional, social and artistic development of its Members and of the local area in which it carries out its activities. In particular, it shall direct its specific expertise towards:
culture, entertainment, tourism, recreational activities, communication, the recovery and safeguarding of traditions and art in general, and the well-being of individuals and the environment in which they live.

In pursuit of its statutory purposes, the Association, on a non-profit basis, intends to:

a) promote, organise and, where appropriate, manage instrumental and vocal courses, teaching courses, music technology and music history courses, advanced music masterclasses, acting, dance and entertainment courses, concert-lessons, ensemble music workshops, sound recordings, seminars, training sessions, travelling shows and any other initiative capable of spreading musical knowledge and practice among both adults and young people;

b) encourage and organise musical, cultural, recreational and film events, reviews, festivals, conferences, competitions, awards, recitals, concerts and every other form of performance connected with culture and music;

c) promote the establishment of instrumental groups and vocal, orchestral, folk, band and electronic music ensembles, coordinating their activities;

d) carry out publishing, literary and musical activities, including the creation of websites, and the free publication and distribution of periodicals, magazines, newspapers, musical texts, ethnomusicological works, sound-recording, digital and audiovisual material, for the dissemination and promotion of the Association’s activities;

e) undertake musical and cultural initiatives, including in collaboration with other public and private bodies, associations and/or schools, in the sphere of social participation and leisure, in order to promote personal development and quality of life;

f) engage, hire and/or contract artists, speakers, experts or other specialised personnel external to the Association for the achievement of the statutory objectives;

g) provide guidance and advisory services for music students and all enthusiasts, including through the management of theatres, museums, libraries and/or sound libraries and recreational clubs;

h) conduct research into local history, safeguard ethnic heritage, rediscover musicians of the past by publishing their original documents and scores of their artistic production, and carry out studies and analyses, including possible statistical surveys, on musical customs of yesterday and today, without territorial limits;

i) carry out any other activity or service that proves useful in promoting and disseminating knowledge of musical culture and Artists/Members; to this end, agreements shall be entered into with recording studios, promoters, entertainment agencies, graphic design and image agencies, sector associations, and audio-lighting service providers, in support of the Association’s activities, in order to offer Members useful opportunities and facilities for carrying out artistic activities;

l) organise and manage facilities that host and promote cultural provision and training activities, artistic and recreational activities;

m) promote and organise refresher courses for teachers of schools at all levels, aimed at broadening the educational horizons of educators, teachers and social workers in the musical field, so that they may pass on a love for musical and artistic culture as a benefit for the individual and a social value;

n) act as a point of reference for disadvantaged persons or persons with disabilities who may find relief from discomfort through the various aspects and expressions of music therapy;

o) act as a place for meetings and social interaction in the name of cultural interests, fulfilling the social function of personal, civic and human growth through the ideal of lifelong education and individual well-being;

p) affiliate with any social promotion or sports body, market T-shirts, banners and gadgets, provide food and beverages during its events, and carry out all activities related to the Association’s purpose.

Art. 3 – Members

All adult persons who, due to cultural interests or professional and/or study interests, wish to join the Association’s activities and whose application is accepted by the Board of Directors may become Members.

Minors may also become Members of the Association, provided that the application for admission is submitted and signed by a parent and accompanied by a copy of that parent’s identification document. The application, on pre-printed forms available at the registered office, shall be addressed to the President and must indicate, in addition to personal and tax details, acceptance of these Articles of Association and of the governing bodies of the Association.

Membership of the Association is free and voluntary, but requires Members to comply with decisions taken by its governing bodies within their statutory powers, and to behave properly both in internal relations with other Members and in relations with third parties.
Members are divided into Ordinary Members and Honorary Members.

Ordinary Members are those who, upon application and provided they meet the requirements, request to join the Association.
Members must fully accept the statutory and regulatory rules of the Association and are required to pay an annual membership fee, the amount of which is set annually by the Board of Directors.
All Ordinary Members have voting rights for the approval of the financial statements, amendments to the Articles of Association and internal regulations, and may vote and stand for election for the appointment of the Board of Directors. Founding Members are also Ordinary Members.

Honorary Members are individuals, bodies or institutions who have distinguished themselves through their work in safeguarding, promoting and disseminating music, and who have been awarded this status upon the unanimous proposal of the Board of Directors or the General Meeting of Members.
They have a symbolic and representative function and may participate in the social life of the Association without voting rights.

There is no limit on the number of Members; all adult citizens of any gender, age or nationality may join. The Association shall provide all Members with a membership card valid for one year.
Membership shall cease for the following reasons:

• written, reasoned resignation addressed to the Board of Directors;

• failure to pay the annual membership fee despite formal notice from the Board of Directors;

• removal for serious reasons recognised by the Board of Directors and, in the event of appeal, by the General Meeting, which decides finally;

• failure to comply with, or lack of interest in, the Association’s activities. In particularly serious and justified cases, the Board of Directors may refuse to renew the membership card. In any event, a resigning, removed or expelled Member shall not be entitled to reimbursement of membership fees and/or contributions paid, nor may they make claims on the Association’s assets.

Members whose membership fees are duly paid have the right to participate in the General Meeting personally or through another Member holding written proxy, and to benefit from all services provided free of charge by the Association. To cover the costs of particular initiatives planned and promoted by the Association, extraordinary self-financing contributions may be requested only from Members interested in them. Contributions paid by Members are non-transferable and are not subject to revaluation.

Art. 4 – Registered Participants

Registered Participants are those who pay a monthly or annual membership contribution on a voluntary basis, including in order to benefit from particular services provided to the Association.
They apply to join the Association’s activities and participate in social life without voting rights.

Part Two

Art. 5 – Bodies of the Association

The bodies of the Association are:

• the General Meeting of Members;

• the Board of Directors;

• the President;

• the Vice-President;

• the Secretary/Treasurer.

The governing bodies remain in office for five years and their members may be re-elected. Offices held and activities carried out by Members are unpaid.

Art. 6 – General Meeting of Members

The General Meeting of Members is the sovereign body of the Association. It is chaired by the President.
It shall be convened in ordinary session by the Board of Directors at least once a year, and in extraordinary session whenever the Board of Directors deems it necessary or upon a reasoned request by at least half of the Members entitled to vote.

The General Meeting shall be convened by the Board of Directors, through the President, by letter to Members, posting on the Association’s notice board, and communication by email to the addresses specified by Members, indicating the agenda and meeting place.

The General Meeting is validly constituted on first call if the majority of those entitled to vote are present; on second call, at least one hour later, it is valid regardless of the number of Members present.
Resolutions are adopted by a majority of those present, except in cases where qualified majorities are required.

The Ordinary General Meeting of Members:

a) discusses and approves the final accounts of the Board of Directors regarding the activities carried out;

b) elects the members of the Board of Directors;

c) resolves on any other matter or issue included on the agenda.

At General Meetings, each Member has one vote and may represent, by written proxy, a maximum of one Member entitled to vote.

The Extraordinary General Meeting of Members:

resolves on amendments to these Articles of Association and on the dissolution of the Association. The same criteria adopted for the Ordinary General Meeting apply to the validity of the Extraordinary General Meeting.

Art. 7 – Board of Directors

The Board of Directors consists of three members.
The General Meeting of Members may decide to increase or decrease the number of members of the Board of Directors based on the total number of persons enrolled in the Association.

The Board of Directors remains in office for five years and its members may be re-elected. It is convened by the President at least once a year, as well as whenever a reasoned request is made by at least two-thirds of its members.

A meeting of the Board is valid if at least half plus one of its members are present, and resolutions are adopted by a majority of those present.
In the event of a tie, the President’s vote shall prevail. Minutes shall be drawn up for each meeting by the Secretary.

The Board of Directors elects from among its members a President and a Vice-President, who may also act as Secretary/Treasurer.
The Board of Directors may appoint, from among its members or among the Ordinary Members, an Artistic Director, whose duties shall be established in specific minutes.
The President, Vice-President and, if a different Member, the Artistic Director shall form the Presidency.
If appointed from among Members who are not part of the Board of Directors, the Artistic Director may attend Board meetings without voting rights.

Art. 8 – Functions of the Board of Directors

The Board of Directors:

a) elects from among its members the President and Vice-President;

b) prepares the programme of the Association’s activities to be submitted for the opinion and approval of the General Meeting of Members;

c) administers the Association’s funds;

d) resolves on urgent decisions taken by the President;

e) convenes the General Meeting, presenting annually the financial statements and a report on the activities carried out;

f) establishes the criteria for determining annual membership fees;

g) resolves on the admission or exclusion of Members.

Art. 9 – The President

The President is the legal representative of the Association.
The President has signing authority and represents the Association before third parties and in legal proceedings, remains in office for five years and may be re-elected.

The President shall take the initiatives necessary to implement the programme defined by the Board of Directors and the General Meeting of Members, as well as independent initiatives that may prove necessary in urgent cases. The other members of the Board of Directors shall be informed immediately of such initiatives, and shall assess and ratify them at the first subsequent meeting.

The President chairs the Board of Directors and the General Meeting of Members. In the absence or incapacity of the President, representation and signing authority shall belong to the Vice-President.

Art. 10 – The Vice-President

The Vice-President replaces the President when the latter is temporarily unable to perform their duties; in carrying out this role, the Vice-President performs all functions of the President.

Part Three

Art. 11 – Annual Membership Fee

For the first year, the annual membership fee is set at twelve euros and shall subsequently be determined by the Board of Directors.

Art. 12 – Reimbursement of Expenses for Registered Participants’ Activities

Registered Participants who intend to carry out musical and concert activities in the name of, or on behalf of, the Association, or who undertake to provide their work for educational and promotional purposes within the scope of the Association’s purpose, may receive remuneration, expense reimbursements, attendance allowances and scholarships, granted by the Board of Directors or, by delegation thereof, by the President, from which statutory withholdings shall be made.

Art. 13 – Assets

The indivisible assets of the Association consist of:

• annual membership fees;

• contributions from the State and public and private bodies;

• reimbursements deriving from agreements and/or services intended for Members;

• movable and immovable property purchased or acquired under any title;

• any extraordinary contributions, donations or bequests, including those from non-Members;

• rights of artistic and musical exploitation relating to printed, audio and video productions;

• anything else, even if not expressly specified herein, that becomes available to the Association.

The Association may purchase, sell or exchange movable and immovable property suitable for improving the achievement of its statutory purposes, and may equip itself with the facilities and technical means necessary to promote Members’ activities.
As an ancillary, auxiliary, secondary and in any case marginal activity, it may carry out the following commercial activities:

• services provided to public or private bodies;

• participation by Members in events or initiatives promoted by public or private bodies.

The Association may request financing, within the maximum limit established by a specific resolution of the General Meeting, join consortia among bodies and associations while maintaining full decision-making and organisational autonomy, and make use of advertising partnerships for the financial support of its statutory purposes and to cover the costs of implementing institutional initiatives.

Any profits earned from services or activities performed by Members may in no way generate dividends among them, but must be used to achieve the Association’s purposes.
For tax purposes, the Association shall be regarded as a non-commercial entity.

Art. 14 – Financial Year

The Association’s financial year coincides with the calendar year and runs from 1 January to 31 December each year.
The final accounts, prepared by the Board of Directors, must be approved by 30 April of the year following the relevant financial year.

Art. 15 – Internal Regulations

For any matter not provided for in these Articles of Association, should the need arise, internal regulations may be drawn up by the Board of Directors, subject to ratification by the General Meeting of Members.

Art. 16 – Dissolution of the Association

The decision to dissolve the Association may be adopted by a majority of at least two-thirds of the Members present at a specific Extraordinary General Meeting of Members, which shall be valid if attended by at least three-quarters of the Members.

The General Meeting shall determine the method of liquidation, appointing a liquidator chosen from among the Members and determining their powers. In the event of dissolution, the remaining assets, after deduction of liabilities, shall be allocated to purposes of general benefit.

Art. 17 – Final Provisions

These Articles of Association are fully accepted by the Members, together with the regulations and resolutions that shall be fully complied with.
For all matters not covered by these Articles of Association, the provisions of the Civil Code and the laws in force on the matter shall apply.