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Statutes of the Association “Friends of Hanbury Botanical Gardens”

ARTICLE 1 – THE AIM OF THE ASSOCIATION
1) The Aim of the Association “Friends of Botanical Hanbury Gardens” shall be to ensure that Hanbury Botanical Gardens, located in La Mortola Inferiore, Ventimiglia (Province of Imperia), are preserved and that their botanical, vegetable, landscape and, in general, cultural reality is enriched, in the public interest, and made better and better responsive to these purposes, if necessary by taking up the direct management of the Gardens. Moreover, the aim of the association shall be to promote and spread the knowledge of Hanbury Botanical Gardens through cultural, scientific and research initiatives in Italy and abroad and to help the protection of spontaneous botanical entities and of the entities cultivated in the Mediterranean area.
2) All this, in memory and with respect to Italian and British traditions from which the Gardens originated.
3) In pursuing this aim, the association may enter into any appropriate agreement with Institutions and with natural or legal persons, whether Italian or not, which have any claim or interest in the Villa or are concerned with its protection.
4) By the same token, the Association may enter into any transaction involving immovable or movable assets, conclude any contract and take any initiative deemed necessary or expedient by the Management Council.
5) This is a non-profit making Association.

ARTICLE 2 – THE HEADQUARTERS OF THE ASSOCIATION
1) The Association’s headquarters shall be in La Mortola Inferiore, Ventimiglia (Province of Imperia), or at any other location determined by the Management Council.
2) The Management Council may decide to set up offices or representations in Italy, the United kingdom or at any other location.

ARTICLE 3 – THE MEMBERS OF THE ASSOCIATION
1) Members of the Association shall be the following persons:
a) as “founder members”, the natural or legal persons who stipulated the memorandum of the Association;
b) as “ordinary members”, the natural and legal persons who apply for membership and are accepted by the Management Council and undertake to pay the membership fee set by the Council;
c) as “honorary members”, the natural and legal persons who are appointed by the Management Council on the Chairman’s proposal and/or recommendation of the Meeting for their particular scientific, cultural, social and professional merits or considerable interests in common with the Association’s aims. Honorary members are exonerated from the payment of the membership fee and do not have the right to vote;
d) as “supporting members”, the natural and legal persons who apply for membership and are accepted by the Council and undertake to pay a membership fee that is at least three times higher than the fee set by the Council;
2) The Council’s decisions concerning the acceptance of members shall be final and do not require justification.
3) Institutions and legal persons shall specify, at the time of enrolment, the natural persons who will represent them for all purposes within the Association and that these offices shall be held until replacement.
4) Membership shall lapse for the following reasons:
a) for unworthy acts or behaviour that are contrary to or do not comply with the Association’s aims;
b) for failure to comply with statutory obligations, including the obligations of membership and/or failure to pay membership fees.
5) The decision to expel a member shall be taken by the Management Council. Appeals against such decisions may be made exclusively to the Board of Auditors and Arbitrators, whose decisions shall be incontrovertible.
6) For this reason, a register of members shall be established containing each member’s name and surname, or legal person name, domicile, e-mail address, if available, phone number and office. The register of members shall be held by the Chairman, or designated person, at the Association’s headquarters and shall record any amendment to the Association’s structure. The entrance of new members or their expulsion or resignation shall be recorded in the register of members. The register of members may be consulted by all members who have regularly paid their membership fee and, for this purpose, all current members and recently enrolled members shall authorise the person responsible for keeping the register of members to disclose their personal data, if requested by said person.

ARTICLE 4 – MANAGEMENT BODIES
1) The management bodies of the Association shall be:
a) the General Meeting of members;
b) the Management Council;
c) the Chairman;
d) the Vice-Chairman;
d) the Board of Auditors and Arbitrators.

ARTICLE 5 – THE GENERAL MEETING
1) The General Meeting shall be held once a year at least before 30 April to approve the final balance for the financial year ending on 31st December of the preceding year and to approve the budget for the current year.
2) The General Meeting may also be convened whenever deemed necessary by the Management Council or where requested by at least one third of the members of the Council or one tenth of the Association’s members.
3) The General Meeting may be attended by any member having enrolled at least six months before the date set for the Meeting and having paid his/her membership fee for the current year.
4) Members may be represented by other members, but no more than three proxies shall be allowed per member.
5) Invitations to the General Meeting shall be sent out to members’ addresses indicated in the register of members by registered post or by e-mail no later than 30 days before the date set for the meeting, or published in the Association’s newsletter, or, if the membership number exceeds one thousand, in the newspapers specified in advance by the General Meeting.
6) The notice shall state the date and venue of the General Meeting, whether it be convened for the first or second time, and the agenda.
7) The General Meeting, when convened for the first time, shall be quorate provided a majority of members are present.
8) When convened for the second time, the General Meeting shall be quorate whatever the number of members present.
9) The General Meeting shall be chaired by the Chairman or, in his/her absence, by the Vice-Chairman or by a member of the Council present in the General Meeting and having the most length of membership.
10) The chairman of the General Meeting shall appoint a secretary or, in his/her absence, he/she shall take the secretary’s place.
11) Decisions taken at the General Meeting shall require, whether convened for the first or the second time, the presence of the majority of 50% + 1 voters.
12) Amendments to these Statutes shall require, whether at the first or second meeting convened, the supporting vote of at least two thirds of members.
13) The General Meeting shall decide on the following items:
a) the approval of the final balance for the financial year ending on 31st December of each year and on the budget for the current financial year and on the relevant reports. The draft balance sheet and reports drawn up and approved by the Management Council and by the Board of Auditors and Arbitrators shall be made available for inspection by members at the General Meeting’s headquarters at least 15 days before the date set for the Meeting;
b) the appointment of offices by vote limited to the list of members who have given their availability;
c) any other matter referred to it by the Management Council.
14) The decisions of the General Meeting shall be taken by open voting; the decisions relating to the appointment of offices and to any other individual case specified by the General Meeting shall be taken by secret voting.

ARTICLE 6 – THE MANAGEMENT COUNCIL
1) The Management Council shall be composed of no more than 15 persons, 10 of whom shall be chosen from among the members by the General Meeting and 5 co-opted according to paragraph 11 mentioned below.
2) Five members of the Council/Directors should be foreigners and, of these, at least two should be British citizens.
3) Their term of office shall be three years from the date of appointment and shall be renewable.
4) The Management Council shall be invested with all powers of ordinary and extraordinary administration of the Association and may delegate a certain part of its powers to one ore more council members. It may not however delegate any powers relating to the admission or expulsion of members or those relating to the drafting of the balances, the budget and reports.
5) The Management Council may also give special powers of attorney to third parties for specific acts or categories of acts. It may also entrust its members with specific tasks such as the offices of secretary or treasurer, as proposed by the Chairman. These two offices shall not be accumulable.
6) The Management Council shall meet at least once a year and whenever convened by the Chairman or Vice-chairman, in the case of impediment of the former; it shall also be convened whenever so requested by six of its members.
7) The Council shall be convened by notice containing the agenda, sent by letter or e-mail at least twenty days before the date set for the meeting or, in urgent cases, by telegram sent at least seven days before that date.
8) The Council shall be chaired by the Chairman or, in his/her absence, by the Vice-chairman, or, where both are absent, by the oldest member of the Council.
9) Council meetings shall be quorated if the majority of its members is present; decisions shall be taken by majority of those present.
10) The office of Council member shall be unpaid; however, the Board of Auditors and Arbitrators may approve the refund of expenses and the payment of compensation to members of the Council entrusted with specific tasks or proxies.
11) The Management Council may co-opt up to no more than five components of the Council, even if they are not members of the Association, as proposed by the Chairman. From the moment he/she takes up office, the newly appointed member of the Council shall acquire the title of member of the Association. The appointment shall be subject to the ratification of the General Meeting.

ARTICLE 7 – THE CHAIRMAN
1) The Chairman of the Association shall be vested with the power to represent and sign documents on the Association’s behalf vis-à-vis third parties. He/she shall exercise the powers conferred on him or her by these Statutes and those necessary to implement decisions taken by the Management Council.
2) Should the Chairman be unable to discharge his/her duties or powers, those duties or powers shall be exercised by the Vice-Chairman, or in his/her absence, by the oldest enrolled member of the Management Council whose signature shall be deemed sufficient to prove the Chairman’s impediment vis-à-vis third parties.
3) The Chairman shall be elected by the General Meeting of the members of the Associations or, where the latter has failed to do so, by the Management Council in the person of a member of the Association. Should a person who is not a member of the Association be elected, that person shall join the Association upon acceptance of his/her office. He/she shall remain in office for three years from the date of election and may be re-elected for no more than three consecutive terms.
4) The office of Chairman and Vice-Chairman shall be unpaid, save for the refund of expenses and any special compensation awarded by the Management Council with the approval of the Board of Auditors and Arbitrators for the performance of specific tasks.
5) The Vice-Chairman shall be designated by the Chairman when he/she is elected and shall remain in office for the same duration of the Chairman’s term. Should the Chairman be absent, become permanently unable or die, the Vice-Chairman shall take up the Chairman’s office until a new Chairman is elected. For this reason, he/she shall convene the Meeting to elect the new Chairman within 30 days from the date of occurrence of the above mentioned facts.

ARTICLE 8 – THE BOARD OF AUDITORS AND ARBITRATORS
1) The Board of Auditors and Arbitrators shall be responsible for supervising the economical and administrative management of the Association and for any other tasks required by these Statutes.
2) The Board shall be composed of three full members and two alternates chosen from among the members of the Association. Whenever, for whatever reason, one of its members should resign, his/her place shall be automatically taken by the oldest alternate.
3) The Board shall be appointed by the General Meeting; its members shall remain in office for three years and may be re-elected.
4) The General Meeting shall designate the Chairman of the Board from among the full members.
5) The office of member of the Board of Auditors and Arbitrators shall be unpaid, save for the refund of expenses as determined by the Management Council with the approval of the Board.

ARTICLE 9 – EQUITY
The Common Fund of the Association shall consist of the immovable and movable assets (for which an inventory shall be drawn up) received by the Association for whatsoever reason, in addition to the disbursements and membership fees paid by members and any other donations made to the Association by third parties.

ARTICLE 10 – DISSOLUTION
1) The distribution, whether direct or indirect, of profit, surplus, funds, stocks or capital distribution shall be prohibited during the life of the association, unless their allocation or distribution are imposed by law.
2) The Association shall be dissolved as provided for by the Law or when the General Meeting decides to dissolve it by voting of two thirds of members. The General Meeting shall provide for the appointment of one or more liquidators.
3) In the case of dissolution for whatever reason, the residual assets of the Association shall be devolved to another Association with analogous purposes or for public utility ends, having heard the public control authority pursuant to art. 3, paragraph 190 of Law no. 662 of 23rd December 1996 and unless otherwise imposed by law.

Villa Hanbury, La Mortola, 26th January 2014.

These Statutes were approved by the General Meeting of the Members of the Association, held on 26th January 2014 at Villa Hanbury, La Mortola, Ventimiglia, chaired by the Vice-Chairman Ursula Salghetti Drioli Piacenza in the presence of the Council Members Silvia Arnaud Ricci, Alessandro Bartoli, Daniela Gandolfi, Italo Muratore, and the Members of the Board of Auditors and Arbitrators Eugenio Lagomarsino and alternate Enzo Gentile.