STATUTE
TITLE I – General Rules
Art. 1 – Classification and location
We hereby establish a Professional and trade association called “SHIATSU OPERATORS COORDINATION” (hereinafter C.O.S.) whose registered office is determined by the Board of Directors and stated in its internal rules.
“Shiatsu” means an independent art based upon a set of models coming from Japanese and Chinese traditions. Shiatsu focuses on fostering the free flow of QI/KI (normally translated in Italian as “Energy”), unit basic principle of all natural existing phenomena.
Art. 2 – Aim
This is a non-profit association addressed to all Operators of different kinds of Shiatsu. It promotes through serious training organisations knowledge and spread of all kind of methods based upon traditional practices, natural methods and particularly Shiatsu. It represents its Members and enhance their professionalism by:
a) verifying and attesting the technical qualification of the Members by defining a training process of its operators and teachers in accordance with the Article 7 of Law no. 4/2013;
b) setting and keeping a C.O.S. Professional List of Operators in order to guarantee consumers and professional associates protection through the means and at the locations defined by Internal Regulation which the association shall identify for particular cases;
c) setting and keeping a C.O.S. Professional List of Teachers in order to guarantee consumers and professional associates protection through the means and at the locations defined by Internal Regulation which the association shall identify for particular cases;
d) protecting development and interests of all the Members in the context of their activity and whole professional category;
e) promoting professional and cultural development of its Members through conferences, meetings, courses and internships as provided by Internal Regulations and/or in any location and way the association shall consider appropriate;
f) promoting new ways of consumers guarantee and protection, including the creation of a consumer information desk in accordance with the Article 2 c. 4 of Law no. 4/2013;
g) commencing relations with similar organisations, both national and international, in order to make uniform the professional regulation in Italy and Europe also by associating and/or federating with similar bodies;
h) promoting and coordinating the creation of Local Sections and branches in Italy and abroad;
i) keeping relationships with press and mass media in general, following the drawing up and the disclosure of cultural and informational publications;
l) promoting and developing links and conventions with private and public institutions, society and world of Shiatsu operators, in order to achieve the aim of the association.
Art. 3 – Duration
Duration of the association is unlimited. The association can be dissolved by an extraordinary resolution of the Members’ Meeting.
Art. 4 – Consumer Desk
In accordance with Article 2 (4) of Law no. 4/2013 a Consumer Desk is established. It operates according to the procedures provided by Internal Regulation.
TITLE II – Social Report
Art. 5 – Admission of Members
Natural persons who hold the requirements requested by the Internal Regulation and are interested in the activities of the Association can be part of it as Members.
Those who want to join the Association have to put together an application by filling a specific form.
Validity of Membership depends on the outcome of the application by the Board of Directors.
The requests made by a minor have to be signed by the individuals exercising parental authority.
Membership can not be passed on to others.
Temporary Membership is not allowed.
Art. 6 – Member categories
The association is made up of:
a) Founding Members: those who sign the Articles of Association;
b) Professional Operators Members: those who have finished their training path and have the requirements requested by the Association, have successfully passed the exams for enrollment in C.O.S. Professional List or come from another Professional List equivalent to C.O.S. recognition parameters, following the opinion of the Board of Directors.
c) Professional Teachers Members: those who, having built up extensive expertise as shiatsu operators, have acquired specific skills targeted to the teaching of shiatsu.
Art. 7 – Other Related
Those who, through their work, have given significant contributions to the profession supported by the association and other acting parties who are not identified by the Article 6 can participate to the association, following the opinion of Board of Directors, because they are interested in promoting the activities of the association and supporting its purposes.
Therefore they can take part into social activities and the general meeting without the right to vote.
Art. 8 – Members rights and obligations
All Members have equal rights and duties.
Evaluating and accepting requests of Membership is a duty of the Board of Directors, which will take the final decision.
All Members have the right to:
a) vote during general meetings;
b) apply for the title of elected representatives;
c) represent C.O.S. in Italy and abroad during conferences, gatherings, study meetings etc. following authorisation of Board of Directors;
d) access to the services of the association;
e) require a quality certification and professional qualification of the service provided, in accordance with Arts. 4,7 and 8 of Law 4/2013.
All Members have to:
a) pay the association fees within the month of February of each year;
b) respect statute, regulations and ethical code of the association;
c) respect the decisions taken by representative bodies of the association;
d) avoid all behaviors that can damage the association and its reputation;
e) respect the obligation of a periodical professional development, as requested by Internal Regulation;
f) in case they are Shiatsu professional operators, be policyholders of insurance contracts of civil liability for damages caused by them during their professional activity.
Art. 9 – Revocation of Membership
Membership is revoked in the following cases:
a) voluntary withdrawal, which should be made in writing to the President;
b) death;
c) delay in the payment of the association fees of more than 30 days after the expiration date;
d) removal approved by an absolute majority of Board of Directors members against the Member who commits disreputable acts within and outside the association, does not respect the rules of the Ethical Code or, by his/her actions, constitutes an impediment to a sound association;
e) non-compliance of the obligation of periodical professional development;
Art 10 – Disciplinary Sanctions
Internal Regulations establish disciplinary sanctions and proceedings, and also the Association Bodies which have to implement them;
Art. 11 – C.O.S. Professional List of Operators
Those who are enrolled in C.O.S. Professional List of Operators are:
a) the ones who have successfully passed the exams for the admission to Professional List of the association and have all the requirements requested by the regulation;
b) the ones who, at the time they request to be enrolled in C.O.S., come from another Professional List equivalent to C.O.S. recognition parameters, following the opinion of the Board of Directors.
Registered Members can be qualified as Professional Operator enrolled in “C.O.S. Coordination Shiatsu Operators”.
Maintaining the registration is subordinated to frequency of training activities, respect of regulations and Ethical Code and regular payment of association fees.
Art. 12 – C.O.S. Professional List of Teachers
The ones who are enrolled in C.O.S. Professional List of Teachers are:
a) those who have got all requirements requested by the regulation;
b) those who, at the time they request to be enrolled in C.O.S., come from another Teachers’ Register equivalent to C.O.S. recognition parameters, following the opinion of the Board of Directors.
Registered Members can be qualified as Professional Teacher enrolled in “C.O.S. Coordination Shiatsu Operators”.
Maintaining the registration is subordinated to frequency of training activities, respect of regulations and Ethical Code and regular payment of association fees.
TITLE III – Organisation
Art. 13 – Bodies
Association bodies are:
– general Members’ Meeting;
– the President;
– the Board of Directors;
– the Independent Auditor;
– the Board of Arbitrators;
– the Scientific Committee;
Art. 14 – Members’ Meeting
General Members’ Meeting is the highest deliberative body of the association and it takes places in ordinary and extraordinary sessions.
Art. 15 – Participation rights
All the Members who have regularly payed their annual association fees and other related Members can participate in ordinary and extraordinary association Meetings.
Each Member can represent by means of written delegation only one other Member.
Art. 16 – Tasks and Convening of Members’ Meeting
Convening of ordinary Members’ Meeting takes place within eight days from its date by means of posting a notice of convocation at the headquarters of the association and informing all Members with at least one of the following means: phone, mail, email, fax, telegram or PEC.
Members’ Meeting has to be convened once every year – within six months by the end of association year – to approve the final economic and financial report of the previous year and organise future activities by an estimated budget.
Members’ Meeting reserves itself the task to deliberate with regard to amendment of the statute and nomination of association bodies.
Art. 17 – Meeting Validity
Ordinary Meeting is legitimately constituted at first call with the presence of absolute majority of Members who can vote. It validly deliberates with favorable vote of the majority of individuals present. Each Member has the right to one vote.
Extraordinary Meeting at first call is legitimately constituted with the presence of two thirds of Members having voting rights. It validly deliberates with favorable vote of the majority of individuals present.
At second call both ordinary and extraordinary Meeting are legitimately constituted whatever the number of intervening Members is and deliberates with the vote of the presents.
Art. 18 – Amendments to the Statute
Possible amendments to this Statute shall be discussed and deliberated only by Extraordinary Members’ Meeting and only if listed in the agenda.
Art. 19 – Board of Directors
The Board of Directors is made up of at least three members to a maximum of eleven members, elected by the Members’ Meeting, and nominates among its members the President, the Vice-President and a Secretary-Treasurer.
All the association offices are exclusively for free, except the reimbursement of documented costs incurred in carrying out the mandate.
The Board of Directors lasts in office for two years and its members may be re-elected. Deliberations shall be passed by majority. In case of parity the President shall have a casting vote.
In case one or more members of the Board of Directors is called, by virtue of his/her individual, to work professionally for the association, he/she shall be paid for his/her work, being understood that he/she shall not be paid for his/her activity as Director.
Art. 20 – Resignation
Where, for any reason, during the course of a trading period the Board comes to lack one or more members, the Board itself can proceed to his/her/their co-optation. Co-opted Director/s remains in office until the subsequent Meeting, whose agenda must consider the topic of his/her/their replacement. The one/s who is/are elected to substitute him/her/them remains in office for the same period of time as the outgoing Director would have.
The Board of Directors shall be regarded as dissolved and not anymore in office in case, because of resignations or any other reason, it loses the majority of its members.
Art. 21 – Board of Directors’ Convening
The Board of Directors meets every time the President considers it necessary or a Director makes a request, without formal procedure.
Art. 22 – Board of Directors’ Tasks
Board of Directors’ tasks are:
a) deliberating on requests of membership;
b) designating the members of the Board of Examiners, the internal organisation which has to evaluate the members according to the procedures indicated in the Regulation;
c) designating the heads of Local Sections;
d) drawing up the economic and financial report and submitting it to Independent Auditor and Members’ Meeting;
e) fixing the dates of ordinary Members’ Meetings (at least yearly) and convening a extraordinary Members’ Meeting in case it considers it necessary or Members make a request for it;
f) drawing up the Internal Regulations and the Ethical Code related to the association activity;
g) keeping and constantly updating C.O.S. Professional List of Operators and C.O.S. Professional List of Teachers;
h) fixing association fees;
i) delegating specific functions to President, Members or third parties, in order to organise initiatives useful to the association;
l) managing every aspect of the association in order to achieve the purposes set out in the Statute and implement the decisions taken by the Members’ Meeting;
m) creating regional bodies and nominating their heads;
n) nominating the Secretary-Treasurer.
Art. 23 – Budget
The Board of Directors draws up the budget, i.e. the association report and every other accounting document which law or Members’ Meeting consider necessary.
Art. 24 – President
The President has to coordinate and promote association activities as he/she is its legal representative.
Art. 25 – Vice-President
The Vice-President shall take the place of the President in case this one is missing or is temporary unable to office and for the functions for which he/she has been expressly delegated.
Art. 26 – Secretary
The Secretary shall implement deliberations taken by President and Board of Directors, draws up the meeting minutes, deals with the correspondence and, as Treasurer, administers the association, keeps the financial accounts, ensures the collection and payment of fees after receiving mandate from Board of Directors.
Art. 27 – Independent Auditor
The Independent Auditor is an optional organ and he is elected by Members’ Meeting.
Independent Auditor, if he is elected, verifies the sound economic and financial management and checks all the operations undertaken by the association. Particularly, he/she gives his/her opinion on annual report of the association and other accounting documents before these are submitted to Members’ Meeting approval.
Independent Auditor remains in office two years and may be re-elected.
Art. 28 – Board of Auditors
The Board of Auditors is made up of three members and two alternate members elected by Members’ Meeting, lasts in office two years and may be re-elected.
Its tasks, among others, are:
– guaranteeing that the spirit of cooperation, morality, research and professional rigor leads every activity of the association;
– depending on the seriousness of the facts observed, taking disciplinary measures against the Members who have violated the rules of Statute, Internal Regulations or Ethical Code.
– together with the Board of Directors, supervising the respect of Ethical Code by the Members and verifying that the Members appointed to hold association offices do not find themselves in incompatible situations and/or conflict of interest.
Art. 29 – Scientific Committee
Scientific Committee is made of at least three members and lasts in office five years. Its main function is promoting, thanks to ideas and projects of its members, researches, studies, conferences and seminars in order to enhance all association initiatives.
Art. 30 – Conflict of interest
The association endeavors to withdraw expeditiously any situation of incompatibility or conflict of interest between offices.
Art. 31 – Duration of offices
When not expressly provided for, duration and possible reiteration of association offices are indicated by Internal Regulations.
Art. 32 – Sections
The association may establish association sections wherever it considers appropriate in order to better achieve the association purposes.
Each Section operates through a territory manager.
Territory Managers can take part into Board of Directors meetings, without right to vote, whenever the Manager or the Board of Directors so requests, in order to raise particular issues.
TITLE IV – Assets
Art. 33 – Membership Year
Association and financial year starts on January the 1st and ends on December the 31st of each year.
Art. 34 – Assets
Financial means are association fees yearly fixed by the Board of Directors, contributions of other associations and organisations, bequests and donations, incomes deriving from the initiatives organised by the association, fundraising.
Any fees or association contribution can not be passed on to others and is not refundable.
Distribution, whether direct of indirect, of running cost surpluses, funds, reserves of running cost surpluses or capital during the life of the Association is forbidden, unless the destination or distribution is required by law.
TITLE V – Final provisions
Art. 35 – Dissolution
Association dissolution is deliberated by the general Members’ Meeting, convened for an extraordinary meeting, after the approval, both at first and second call, of at least two thirds of present and voting Members, who express their individual vote, excluding all delegations.
Members’ Meeting, in case of dissolution of the association, shall deliberate, after consulting the Authority, with regard to the allocation of the possible active residue of association assets.
The allocation of residue assets shall be in favor of another association with similar purposes, i.e. of public interest, heard the control body referred to in Article 3, paragraph 190, of Law December 23, 1996, n. 662, unless otherwise required by law.
This statute shall be considered an integral and substantive part of the Articles of Association drawn up on the same date.
Art. 36 – General Rules
For all matters not expressly provided for in this Statute reference is made to national and European general principles and laws in force.
Read, approved and signed. in Bologna on the 28th of February 2001.
Giovanni Speranza
Angelo Mammetti
Luana Gardellin
Lucia Susel
Bruna Del Zotto
Michela Baf
Gabriella Guarese
Rossella Moscatello
Sara Rosa Rizzotto
Antonella Rizzo
Antonella Marilungo
Fabrizio Barbi
Cristina Zennaro
Stefano Benassi
Varied, read and approved by extraordinary Members and Associated Meeting in Rimini on the 1st of March 2008.
Varied, read and approved by extraordinary Members and Associated Meeting in Rimini on the 25th of September 2009.
Varied, read and approved by extraordinary Members and Associated Meeting in Pordenone on the 7th of June 2014.
Varied, read and approved by extraordinary Members and Associated Meeting in
Rimini on the 11th of April 2015.
Varied, read and approved by extraordinary Members and Associated Meeting in Pordenone on the 5th of June 2016.
