Constitution – Registered office – Duration – Objective
- The ethical, spiritual association called the “ Istituto Osho Miasto, Associazione di Promozione Sociale” with registered office in Casole d’Elsa – località S. Giorgio, is hereby constituted, being set up by this present Statute as decreed by law currently in force.
- The objective of the Association is social, civil and cultural and is concerned with ethical and spiritual research. The Association has a voluntary nature.
The objective of the Association is to develop socially useful activities for the benefit of members and of third parties without intention of gain and in the full respect of the freedom and dignity of members.
Expressly excluded from the aims of the Association is the management of the financial interests of members.
The Association is forbidden to distribute, directly or indirectly, profits, as well as cash reserves or capital, except in the case that their distribution and destination is decreed by law.
Any profits at the end of the year must be utilized for the realization of institutional objectives or for activities directly connected with the institution.
After deliberation by the Board of Directors (Consiglio Direttivo), the Association may join with other associations, societies or cooperatives, as and when it is considered useful for the management of the Association and for the achievement of its social objective.
- The term of the Association is unlimited.
- The Association has as its fundamental objective that of creating conditions for the harmonious development of the spiritual potential of the individual:
- a) by cultivating and experimenting with conditions of community and collective life which allow greater consideration to be paid to the relationship between individuals;
- b) by seeking forms of greater integration of people with nature;
- c) by stimulating the appreciation in people for the values of beauty and creativity.
In the pursuit of these objectives, the Association proposes:
(I) to spread the teachings of the spiritual master, Osho;
(II) to promote the study of various aspects of reality, as it is represented in the traditions of religious and philosophical thought of every age;
(III) to develop research in the techniques of meditation, with reference to the experiments conducted from western psychotherapy on the one hand and the eastern tradition of meditation on the other, both from the theoretical point of view and through direct experience.
(IV)to develop research and practice in holistic medicine in collaboration with professional practitioners and medical researchers, in addition to formulating a concrete example in an institutional structure.
(V) to set in motion initiatives in ecology and associated forms of life that might be included harmoniously in a natural context.
(VI) to promote research in arts and crafts in harmony with the aims of the Association, with particular regard to the exploration of creative transpersonal dimensions;
(VII) to promote and empower research and experimentation into techniques suitable for the development of consciousness and harmony of the individual, with residential groups in which staying in the accommodation provided by the Association is an intrinsic part of growth, as understood from the teachings of the spiritual master, Osho, who developed, amplified and adapted for modern man the major points of the eastern spiritual tradition, according to which meditation and searching are not just separate moments of awareness, that can be relegated to a few particular practices, but are a way of being which involves all the levels of expression of an individual in his capacity to love and interact creatively with beings around him, animate and inanimate. To extend therefore this self awareness of the individual, organizing groups and individual retreats and meditations, groups and individual sessions of bodywork techniques, of relaxation, of interpersonal dynamics, of creative activities, of dance and use of the voice, of work on the centres of life energy, of self healing, as well as interviews, courses, seminars and schools on these subjects;
(VIII) to help where and when conditions permit in the process of personal growth of individuals in conditions of marginalization.
(IX) to develop the practice and the experimentation of work as meditation, recognizing in any human activity the potential for research and discovery of the more profound parts of the self. To give back to work in this way its dignity, its sacredness, in the context of new forms of interpersonal relationship where work is not intended as a means to the satisfaction of personal needs but above all as the expression of human creativity and the unique occasion to ground the process of meditation in daily life. Work thus intended, insofar as it reflects the relationship of the individual with himself, with reality and with the other, becomes the single means by way of its multidimensionality, to explore the eternal basic question of spiritual seekers of every era: who am I?
(X) to cultivate contact with other Osho communities on an international level and in particular with the Commune of Osho in Pune, India, the place of Osho’s Samadhi, the temple wherein are preserved his ashes.
- Italian or foreign citizens can be members, as well as and entities or associations who apply and who share the objectives of the Association.
Membership is valid for one year.
Members are classified into two distinct categories: the difference of category does not affect the right of any member to participate freely and actively in the life of the Association, first and foremost through participation in the annual assembly.
– Founding Members: those who participated in the constitution of the Association, as well as those on the list undersigned by members and by the Notary Mr. Grillo, attached by legal document under the letter “A”
– Ordinary Members:
membership permits the participation in the activities of the Association
6 Admission of members proceeds upon the application by interested parties, presented to the President of the Association who submits it to the Board of Directors in whose competence lies the consideration of admission and whose decision is final and carries no requirement of explanation.
- Belonging to the Association is of a free and voluntary nature but binds members to respect the decisions taken by representative bodies in accordance with statutory provision.
- Right to membership may be denied or renounced for the following reasons:
- a) resignation to be communicated in writing
- b) by deliberation of the Board of Directors which ascertains an incompatibility with the objectives of the Association
- c) for lack of payment of membership fees;
- Members have the right to visit all the buildings of the Association and to participate in the life of the Association, as well as in all the exhibitions and initiatives announced by the Association with the formality deliberated by the Board of Directors.
All members have the right to participate in pre-announced Assemblies, but under age members have no voting rights.
Members have no rights to the patrimony belonging to the Association, as anticipated by Article 36 describing the destination of the patrimony and general utilities.
In the case of cessation of membership for whatsoever reason, and in the case of the cessation or dissolution of the Association, members will have no right to restitution, reimbursement or division or to any type of claim on the patrimony of the Association.
- The constituent bodies of the Association are:
– The Assemblea (the assembly)
– the Consiglio Direttivo (the Board of Directors)
– Il Collegio dei revisori dei conti (where established) (the auditing committee)
– Il Presidente; (the president)
– Il segretario; (the secretary)
– Il tesoriere; (the treasurer)
- The General assembly of the members is sovereign and is the maximum deliberator of the association, it regulates the associative life and is convened for ordinary and extraordinary sessions.
- The assembly of the members is convened for ordinary sessions once a year, within the first six months of the solar year for the approval of the budget of the preceding year.
An assembly can also be convened for an extraordinary session;
- a) by a decision of the Board of Directors
- b) on application, addressed to the President, by at least one third of its’ members
- The convocation both ordinary and extraordinary occurs in writing notifying the agenda, the date, the place and the time of the assembly, to be posted at least fifteen days prior in the association’s registered office; or through a written communication to the respective Members within the same time frame; or with an insertion in the daily paper “The Manifesto” within the same time frame.
- For the assembly to be valid with the first convocation it is necessary the presence of at least two thirds of the members physically or by proxy; the second convocation, the assembly must be scheduled at least one day after the date of the first assembly. This assembly deliberates with an absolute majority (fifty percent plus one) of the votes of the members present physically or by proxy, apart from the exceptions foreseen by the present statute.
For the extraordinary assembly it is anticipated a qualified presence. For the Extraordinary assembly both in the first and in the second convocation, deliberation is with a majority with the votes of at least two thirds of the Members present.
The assembly is presided by the President of the Board of Directors or by whom is representing the president.
In the Assembly those people who result as being members in the members register for at least 90 days have the right to the vote and that they are not behind with the payment of the annual fee.
Every member has only one vote, independent of the amount of his/her deposited quota.
The members that, for any reason, cannot be present personally at the assembly, have the possibility to be represented, through a written proxy, the proxy can only be another member who has the right to the vote, and that /he/she is not an Administrator or worker as anticipated in the art. 2372 of the civil code.
Each member present cannot represent more than 10 members.
The proxy cannot be released without a written name.
The voting will be a known obvious vote, with the exception of a different decision by the assembly.
The deliberations taken in conformity with the Statute are obligatory for all the Members even if they were absent, or dissenters and abstainers from the vote.
- To the assembly is responsible for the following assignments in the ordinary session:
- a) Discuss and to deliberate on the budget and on the report presented by the Executive Board
- b) Elect the members of the Board of Directors;
- c) Deliberate on the general programs and on the management’s activity for the association;
- d) Deliberate on every argument of ordinary nature submitted for approval by the Board of Directors.
In the extraordinary session:
- e) deliberate on the dissolution of the association;
- f) deliberate on the proposals to change the statute;
- g) deliberate on the transfer of the location of the Association;
- h) deliberate on every other matter of extraordinary nature submitted to the attention by the Board of directors.
- A record of all sessions and deliberations is compiled in the appropriate register.
The Board of Directors
- The association is administered by a Board of directors composed of a number of members from three to five, nominated by the assembly of the Members.
- The Board of directors reigning term is three years and it is up to the ordinary assembly that precedes to renew the appointment. The appointment is renewable and is considered deferred after the three year expiration, until the new Board of directors has been named. In the interval between assembly sessions in the case of resignation, death, loss or other impediment of one or more members, provided that it is less than half, the Board of directors has the faculty to proceed – to appoint – for the integration of the same Board until the Statutory limit.
- The members of the Board will not receive any payment in dependence of their position, with the exception of reimbursement for expenses indeed sustained. The first Board of directors is named by the founder Members in the constitutional act of the association.
- The Board of directors elects the President, where it has not been foreseen by the assembly and it has the power to replace him in any moment. The Board of directors can nominate one or more Vice Presidents, to whom may be delegated assignments of single acts or activities or categories of acts and activities.
The Vice President replaces the President in case of an impediment in the practise of his/her functions.
The indication of the President, the Deputy President, or the Deputy Presidents and every person who has power of representation for the association must be indicated with a description of the relative power in the register of the Board of directors, the register is solitary and is regularly updated, and is staunch in the representation of the Association, also in relationships with third parties.
- The Board of directors is presided by the President or in his/her absence by the Vice President, or in absence of the vice president by the eldest director in age. For the deliberations of the Board of directors it needs the presence of the majority of the members and the affirmative vote of the majority of the members present. In case of a parity of votes the vote of the member presiding the session prevails.
- The Board meets every time the President deems it necessary; the President is obligated to summon where there is a request by the majority of the members.
The Board is summoned through the posting of a notice in the registered office at least fifteen days before the fixed date for the meeting, or through individual communication to be delivered to the domicile of every member at least five days before the fixed date for the meeting. In the case of urgency the convocation can be effected through individual verbal communication to each member with a notice of twenty-four hours.
- All meetings and all the deliberations of the Board of directors is recorded in the appropriate register.
The record has to be counter signed by the President or by the member who presided the session, as well as the secretary, who is designate at the time by the Board, the secretary designated may also not be a member of the board.
- The Board of directors has the following obligations to:
- a) Deliberate on the matters relating to the activity of the association.
- b) to realize the objectives according to the directives of the assembly assuming all the initiatives of the case;
- c) To prepare the budgets to submit to the assembly according to the proposals of the Presidency;
- d) to give opinions on every subject submitted for examination by the President;
- e) to deliberate the acceptance of requests of admission for new members;
- f) to determine the economic contribution for the members of the association;
- g) to also manage the possible nomination of employees and the determination of their respective salary.
THE AUDITING COMMITTEE
- Where established the Auditing Committee for the accounts is composed of three members and is elected by the assembly. The appointment of the auditors has a duration equal to three years. The re-eligibility for re-election consecutively is possible for only four times.
- The Auditing committee handles the examination of the budget and the accounts prepared by the Board of directors and reports to the assembly, with the support of a brief illustrative presentation.
The auditors can participate without voting rights in the meetings of the Board and the assembly, and their position is incompatible with that of a director.
- The President directs the association and represents it, to all the effects, in front of third parties and in legal situations.
- The President is responsible for the signing of all the documents that commits the association both towards the members and also third parties.
The President particularly supervises the deliberations of the assembly and the Board of directors, both for the conclusion of the single acts, also regarding the ordinary and extraordinary administration of the association. The President can delegate to one or more directors, part of his/her assignments temporarily or permanently, after the approval of the Board of directors.
- The President’s appointment remains until /he/she is replaced, or up to the point that concludes his/her role as a member of the Board of directors.
- The Secretary is elected during the ordinary assembly of the members and the appointment has a term of three years and can be re- elected for four times.
- The Secretary holds the register of members and those of the assemblies, compiles the records of the Board of directors and also performs the deliberations of it.
It is also the responsibility of the secretary to take care of the publicity and the transparency within the association.
- The Treasurer is elected during the Ordinary assembly of the members, and the appointment has a term of three years and can be re-elected for four times.
- The Treasurer deals with the collection of the annual fees paid by the members, and eventually soliciting for non payment of fees.
The Treasurer holds the register of cash flow and is responsible for all liquidity and banking. The treasurer can undersign checks.
Annually the Treasurer compiles the budget of the association accompanied with an explanatory report. The budget is submitted to the examination of the Board of directors.
GENERAL RULES AND CONCLUSION
- The expenses for the operation of the association and for the carrying out of its activities are provided using the constituted entrances:
Subscription Fees paid by the Founder Members and from the Ordinary Members for membership to the Association for the amount fixed by the Board of Directors at a minimum value of 18,00€; from the voluntary payments by the associates
from the contributions made by Public Administrations, Banking firms and by Corporate bodies in general;
from the legacies, disbursements and donations of associates or third parties;
from the realizable proceeds in the carrying out of the activities of the association as finalized to all purposes in Art. 4.
- The financial year is closed on 31 December of every year.
- In case of dissolving, cessation or extinction for any motive of the Association, the Board of directors assumes the functions of liquidation and has the competence to deliberate on the destination of the possible active residue, destination that must be in favour of associations, corporate body, foundations preferably credited to the purpose of diffusing the teachings of the Spiritual Master Osho, however it must be devolved for social activities, particularly with other non profit organizations with social objectives or with objectives of public value after the approval of the regulatory agency as seen by art. 3 paragraph 190 law 230 December 1996 ns. 662, except a different destination imposed by the law.
- Particular rules of operation and application of the present Statute can be prepared with internal rule to be elaborated /edited by the Board of directors.
- For everything not anticipated in the present Statute deference is made to the law as laid down in the Italian legal system.