Statute of Smile Mission

ART N. 1 – DENOMINATION – LEGAL PLACE – DURATION
A free non-profit organization is set up, according to art. 14 and in accordance with the Italian Civil Code. It is intended as a ‘non-profit organization’ for social benefit (onlus), denominated ‘Smile Mission Association’ – International Dental Care Solidarity – ONLUS.
According to the law in force, it will use the acronym ‘ONLUS’ in all form of communication.
The legal place of the Association is in Verona (Vr), 35, Lungadige Panvinio.
The Board of Directors has the ability to transfer the legal place in any other part of the same municipality, or open new operative and administrative seats in Italy and abroad, as well as delegations and detached offices.
Decisions concerning the transfer of the legal place in another municipality or abroad and the set up of minor seats pertains to the Extraordinary Meeting. The Association is regulated by the present Statute. The law in force will regulate every matter not considered in the present Statute.
There is no limit to the durability of the Association.

ART. N. 2 – INSTITUTIONAL AIMS
According to the D.L. 4/12/1997 n. 460, the Onlus Association aims to fulfil Social Solidarity Actions such as: Social Health Care, Prevention of diseases, Reabilitation (physical and psychological), to benefit communities or single persons who live in desperate social and personal conditions, such as economic or sanitary deprivation.
The Association will demand National acknowledgement as ‘Voluntary Association’ according to the law n. 266 of the 11.08.1991, through the entry in the register of the juridical persons, as well as the acknowledgement of suitability to operate in the field of cooperation with the developing countries, according to the art. 28 of the law n. 49 of 26.02.1987.

ART. N. 3 – ACTIVITIES
The activities of the Association are:
The promotion and achievement of National and International projects of solidarity concerning prevention of diseases, sanitation, medical and dental education, gathering of financial support from public institutions, sponsors and organized events.
The recruitment and forwarding of volunteers and the coordination of their activities in the seats of the several projects. The volunteers can have the role of doctors, , dental technicians, hygienists, dental assistants. Volunteers wanting to give their support in different skills are also recruited; all the activities will be performed free of charge.
The promotion and realization of didactic activities and professional formation either for the operators or for the people who benefit from the projects themselves.
The participation in the study and diffusion of new technologies, teaching methods, therapeutic and operative protocols in order to improve access to the cures for single persons and communities in need.
The promotion of partnerships and collaboration among different associations, public bodies or private institutions, both national and international, having the same institutional goals, aiming to better coordinate the activities at different levels and widen their own institutional aims.
The improvement of informative activities through periodical publications and reports.
The promotion of participation of persons, societies, associations, public or private bodies, either technical or economic which can benefit and support the activities described above.
The Association will carry out all activities linked to the main institutional aims, as well as additional activities, complementary to them , even though they are not mentioned in the present Statute, provided they respect the limits of the law in force. All activities are carried out respecting different cultures, religions and social habits of the countries involved in the projects . Neither ideologies nor any form or religious creed will be imposed. The organization methods and technologies used in carrying out the activities and cures are to be shared by the peoples and communities benefiting from the projects.

ART. N. 4 – ECONOMIC RESOURSES
The patrimony of the Association is formed by:
movable and immovable properties obtained by the Association through revenues that will be registered in name of the Association itself;
Possible reserves that will be settled by the surplus of budget;
The revenues of the Association are formed by:
Possible donations, bestowals, legacies.
Subscribtions in the measure established by the Board of Directors.
Bestowals received by associated volunteers, common people, supporters or aid groups.
Contributions, donations or legacies by private persons such as benefactors, public bodies and administrations, banks, national or international, that will be acceped by the Board of Directors.
Revenues due to the organization of events or participation in them .
Funds collected by occasional public gathering and offers of goods of minor value.
Minor activities , commercial and productive, directly connected to the institutional aims.
The Association is allowed to use the properties of its members and the goods given by third persons, received
in depositing, either movable or immovable.

ART. N. 5 – RESPONSIBILITY OF THE ORGANIZATION
The Association will respond with its own goods and financial resources to the damages provoked by non-observance of the agreements and contracts drawn up. The Association will ensure its own members and volunteers against risks and damages due to accidents and against civil responsibilities towards third persons.

ART. N. 6 – MEMBERS
The members of the Association are distinguished as follows:
Ordinary members (all the founder members and the more recent members accepted by the Board of Directors.
Honorary members : persons who have particular merits are appointed yearly by the Meeting of Members, on recommendation by the Board of Directors.
They can be private individuals, associations, juridical persons, private and public bodies (through a person who represents them).The awarding for new members is conditional upon the acceptance of the demand by the Board of Directors through formal resolution; it is subject to the acceptance of the general principles and aims of the Association , as well as the commitment to respect the Statute, its rules and the payment of the associative share . The associative shares are effective for the calendar year and expire on 31 December at midnight of the referring year. In case of missing payment of the associative share by 31 December of the referring year, the member associated will be excluded and within the following 60 days they will be deleted from the Book of Members, after previous written communication. It is necessary to present a new request in order to be accepted again. This decision is relegated to the Board of Directors. The amount of the associative share is fixed from year to year by the Meeting of Members on proposal of the Board of Directors.
The honorary members are exempted from payment of the associative share .
The loss of membership may occur in situations described as follows:
a – Forfeiture, due to non-payment of the associative share within the referring calendar year, starting from midnight of 31 December of the calendar year to which the share refers.
b – Withdrawal of the member , to be communicated by letter/mail/fax to the Board of Directors, becoming effective on the official receiving date.
c – Exclusion after suspension, decided by the Board of Directors and confirmed by the Meeting of Members, due to serious reasons such as non-fulfilment of commitments and duties or for incompatibility/non-acceptance of the rules of the present Statute, or actions contrary to the principles and aims of the Association. The exclusion is effective to start from the date of the deliberation of the Meeting of Members. The payed shares are not returnable nor transferable. The Board of Directors keeps the Book of Members nearby the legal place of the Association and updates it constantly according to the flow of associated members entering and withdrawing. The qualification or the loss of a member is to be communicated by letter/mail/fax by the Board of Directors within 60 days from the receiving date.

ART. N. 7 – RIGHTS AND DUTIES OF THE MEMBERS
The associative relationships among the different types of associated members is regulated by a uniform discipline. Rights and duties of the associates are:
the participation in the meetings with the right of vote.
the election to the association’s offices.
to offer operative activities without any reward.
commitment to respect the deliberations taken by the representative organs of the Association, according to the statute aims.
payment of the annual association’s share decided by the Board of Directors.
refund of the expenses due to institutional activities.

ART. N. 8 – EXTERNAL JOINED
The Association may avail itself of the collaboration of Volunteers not associated (Joined volunteers) and non-associated supporters (Joined supporters) in order to fulfill the institutional tasks (art. 2 of the present Statute) and for the activities mentioned in the art. 3.
Joined volunteers: physical persons who carry out free activities for the fulfilment of institutional aims, employing their technical ability even for side activities connected to the development of projects, under the coordination of the responsible persons of the projects themselves. The qualification of ‘Joined volunteer’ is conditional by the acceptance of the general principles and aims of the Association , as well as the commitment to respect the Statute and the instructions of those responsible for the projects, the Board of Directors and the Meeting of Members . The Board of Directors may revoke, at any time and on its own judgement , the qualification of Volunteer starting from the date of deliberation which will be communicated to the person.
Joined supporters: physical and juridical persons, associations, public and private bodies who support economically all institutional activities. The qualification of joined supporter is assigned to the joined supporter after receipt of his free amount of economic contribution in favor of the Association or of its specific projects. The Board of Directors may revoke at any time this qualification starting from the date of the deliberation act and afterwards communicate the decision to the interested person.
The Board of Directors will keep two registers (one for each category) and update them in order to have the lists of the movements of the joined volunteers and supporters. Particular rule books are to be approved by the Meeting of Members on proposal of the Board of Members. These types of supporters will not have the duty of paying the associative share and will not have the right of voting in the Meeting of Members.

ART. N. 9 – SUBORDINATES AND COLLABORATORS
All members and joined supporters/volunteers external to the Association carry out their activities free, according to the plans and aims of the Association without becoming subordinate employers or independent professionals. The Association may employ subordinates subscribing contracts according to the laws in force when particular support is needed to fulfil special tasks. The Association may ask for external collaborators and subscribe contracts, agreements and insurance policies.

ART. N. 10 – ORGANS OF THE ASSOCIATION
The organs of the Association are:
The Meeting of Members
The Board of Directors
The Internal auditor
The operative structure of the Association may be organized into different committees or permanent commissions and into as many workshops as necessary. Each of them may be linked to a specific project and organized by one or more designated persons appointed by the Board of Directors. Each designated person may be a member of the Board itself, to whom he/she should refer.

ART. N. 11 – MEETING OF MEMBERS
The Meeting of Members is composed of members who have the right of vote and have met the obligation of paying the association’s share. They are to be regularly registered in the book of the associates. The Meeting can be ordinary and extraordinary.
The Ordinary Meeting has the following duties/powers:
a) – decides and plans the general policy and trends of the Association .
b) – appoints the members of the Board of Directors.
c) – fixes the amount of the annual association’s share on proposal of the Board of Directors.
d) – approves the annual budget and final balance.
e) – decides on the measures concerning exclusions suggested by the Board of Directors.
f) – decides on ordinary matters after request of the Board of Directors.
g) – appoints the honorary members, on proposal of the Board of Directors.
h) – appoints the internal auditor.
The Ordinary meeting is set up at its fist convocation with the presence of the majority of members/delegates and decides with the majority its own members or delegates. The second convocation cannot take place on the same day and is validly set up with any number of members present or represented/delegated. The Ordinary Meeting convenes at least once a year before the 31 of May, for the approval of the annual budget and final balance. It can be convened any time the Board of Directors considers it necessary or after request made by at least 20% of the members.
The Meeting is authorized by the President upon deliberation by the Board of Directors within 30 days from the date of the request, with notice to be delivered to the members at least 15 days by registered mail/fax/e-mail. The notice will communicate clearly the place, the date, the time and the agenda of the meeting. The Meeting is validly set up also without following the above formalities, if the presence of all members and of the internal auditor is assured and no one is opposing the deliberations of the questions in the agenda. The Meeting can be convened also in a place external to the legal place, provided it is in Italy. The Meeting is presided over by its President or Representative in case of absence. If both are absent, the Meeting appoints someone present as President for the duration of the Meeting itself. The President appoints a Secretary chosen among the members upon approval of the Meeting , checks the regularity of the convocation and delegations and countersigns the report arranged by the Secretary. All registered members who have met the obligation of the payment of the associative share have the right to vote. Each of them has the right to one vote. Every member may represent, at most , another member upon written delegation. Each delegating member must give the vote of the member who represents him as approved. In the deliberations of approval of the budget and in the ones concerning their responsibilities , the administrators do not have the right to vote.
The Extraordinary Meeting has the following duties/powers:
a) – modifies/rectifies the Statute.
b) – decides the dissolution of the Association and orders the winding-up resolution ; appoints the liquidators and orders the assignment of the social patrimony in favour of other Associations or other different subjects.
c)– approves the fusion with other Associations having similar institutional aims upon proposal of the Board of Directors.
The Extraordinary Meeting deliberates with the presence of ¾ of the Members (regular or delegated) and with the favourable vote of the majority of the present or represented members . The Meeting can be held in audio-tele/conference, with members located in different places, provided that they can be identified by the President and Secretary , that all of them are able to partecipate in the debate and receive or forward documents. The Meeting must be run respecting collegial methods such as the principles of equity of treatment of the members (physically present and dislocated).

ART. N. 12 – BOARD OF DIRECTORS
The Board of Directors is appointed by the Ordinary Meeting and is composed of a minimum of three to a maximum of nine members, chosen among the different registered jointed members . The Board remains in office for three years and its members have the obligation of paying the annual associative share. The Board of Directors appoints the President, the Representative, the Treasurer and Secretary. Other ad hoc appointments can also be made at the Boards discrection. Members can be re-elected with no limitation to number of terms. All social appointments are free. All offices within the Board of Directors cease when the Board dissolves. The President or his Deputy, in the President’s absence, signs all documents and acts of the Association.
The Members of the Board of Directors may be expelled by the Ordinary Meeting at any time and without stated reasons.
The number of members can be co-optated at the discretion of the Board of Directors. The co-optated members will remain in charge until the following Meeting . The Meeting itself will deliberate the new appointees.
Lacking a majority, the Board ceases automathically. However it remains valid only for decisions of ordinary administration and for urgent convocation of a Meeting, at which the appointment of the new Board of Directors is required.

ART. N. 13 – DUTIES/POWERS OF THE BOARD OF DIRECTORS
The Board of Directors:
a) – executes the procedures of the Meeting.
b) – works out projects and checks the proper execution of the association’s activities.
c) – defines and promote programs for the fulfilment of the associative aims.
d) – designates the persons responsible for each committee, permanent commission, project and workshop.
e) – draws up agreements between the Association and other bodies and all National and International organizations.
f) – forwards proposals to the Meeting and executes agreements concerning joint-ventures and collaborations with Associations, physical or juridical persons, societies, public bodies, national and international institutions having the same goals, in order to better coordinate activities, enlarge its own institutional aims and widen its economical support.
g) – oversees the yearly budget and final balance.
h) – convokes the Meeting of Members in accordance with respective statutes.
i) – deliberates admissions, exclusions, withdrawals of members.
j) – recommends to the Meeting the appointment of honorary members.
k) – proposes to the Meeting the amount and conditions of payment of the Association’s share.
l) – deliberates on matters concerning contracts, agreements, financial operations, such as the opening of accounts with banks or other financial institutions.
m)– employs personnel/staff or awards job contracts with third persons.
n) – deliberates on all other matters out of the jurisdiction of the Meeting of Members , according to the law in force.
o) – keeps and updates the associative registers, fiscal and account books. All books and registers are to be kept in a legally assigned location and be available for controls and consultations with all members of the meeting and the auditor.

ART. N. 14 – POWERS OF THE BOARD OF DIRECTORS
The Board of Directors has the widest powers concerning ordinary and extraordinary administration, according to the trends and policy decided by the Meeting of Members . It may work out all rules necessary to better carry out and coordinate the Association’s activities to present to the Meeting of Members for their approval.
The Board of Directors may delegate its powers, including the signature of acts (single and combined), to an executive committee or to one or more representative members, defining their roles, responsibilities and duration of their term of office.
The Board of Directors may set up permanent commissions, workshops, choosing responsible persons to better coordinate and fulfil the institutional aims. The Board of Directors may appoint attorneys for consultations about any acts to be deliberated.

ART. N. 15 – MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors convenes at least twice a year in any place other than the legal place, provided it is in Italy. It may convene also at any time the President considers it necessary or when it is requested a simple majority.
The convocation takes place after decision of the President or his Representative, by written registered mail, fax, e-mail, sent at least eight days before. The notice will indicate clearly the agenda, the date, place and hour of the meeting .
Individual issue deliberations can be effective also if taken through request by written consultation. All members shall give their written approval/disapproval within a maximum of eight days. If no answer is returned within the terms established it will be considered absent by the Board of Directors.
The meetings can be held in audio-tele/conference, with members located in different places, provided that they can be identified by the President and Secretary, that all of them are able to participate in the debate and receive or forward documents.
All meetings are validly convened if the majority of members are present. During each meeting a report is to be worked out.
All meetings with full number of members are validly set up even without formal convocation, provided no present opposes the decisions concerning the matters in the agenda.
All decisions are made by simple majority of those present. In case of equal number of votes, the vote of the President or his Representative is decisive.
If one member is absent more then three times he will receive a warning from the Board of Directors. For more absences, with the exception of rare situations, his office ceases and he will receive written notice confirming his exclusion.

ART. N. 16 – ACCOUNT AUDITOR
The Meeting of Members appoints an auditor (registered in the book of the account auditors) who has the power/duty to control the management of the Association. He is required to present a report in attachment to the annual budget and final balance. The auditor has the right to control at any time, to participate in meetings of all Organs of the Association mentioned in the present Statute and to demand of the Board of Directors the support of collaborations and consultants. The auditor will remain in office for three years and can be re-appointed.

ART. N. 17 – FINANCIAL YEAR, BUDGET
The financial year closes December 31st of each year. The Ordinary Meeting is convened for the approval of the budget within the month of May.

ART. N. 18 – PROFITS AND REVENUES
It is prohibited to distribute profits, capitals, goods, funds and reserves in a direct or indirect way, unless their allocation is imposed by the law in force. All of them are to be allocated only in conjunction with the institutional activities or minor projects connected to them.

ART. N. 19 – ISSOLVING AND WINDING UP OF THE ASSOCIATION
In case of dissolving of the Association, the patrimony will be assigned to other organizations having similar aims, on deliberation of the Extraordinary Meeting and after consultation of the organ of control – Agency for onlus organizations for public interest – set up with ordinance of the President of The Board of Ministers on the 26 .09.2000, according to the law in force.

ART. N. 20 – ARBITRATION CLAUSE
Possible disputes, arising among members or between members and the Association , will be handled by the Board of Arbitrators, which is composed of three appointed members. Consequent decisions will be made within 30 days from the request by the diligent part, by the President of the Doctors of Verona. The three appointed arbitrators will choose the President of the Board. In case of disagreement in the choice of the President of the Board, The President of the Doctors of Verona shall make a final and non-negotiable decision. The Board of Arbitrators will decide in majority within 90 days from the date of its appointment. The Board of Arbitrators will decide the forms and conditions of the allocations of the Arbitrators’ costs. The disputes cannot be internally litigated when the law provides the compulsory intervention by the Public Ministery. The legal location of the Arbitrage is the domicile of the President of the Board of Arbitrators.

ART. N. 21 – RULES OF DEFERMENT
The law in force will regulate all matters non considered in the present Statute.

Signed by:
GIULIANA PRATALI
ROBERTO ARACELI
GIMAPAOLO PAOLETTI
GIAMPAOLO PAROLINI
MARCO ROCCO
OTO LA MANNA
CARLO CARLINI
RICCARDO BARBA
CRISTINA GOBBI
PAOLA PAIOLA
BENEDETTA PAOLETTI
ROBERTO PIPINATO
MARIO BERNARDELLI – NOTARY