With a Note dated 9 July last, the Ministry of Labor ruled, first of all, on the possibility that voluntary work could consist in the exercise of ownership of a corporate office. Starting from the wording of article 17, paragraph 1, pursuant to which the ETS can make use of volunteers in carrying out their activities, the Ministry believes that the concept of voluntary work does not only include the one directly aimed at carrying out one or more activities of general interest, constituting the corporate purpose of the entity, but also the activity relating to the exercise of ownership of a corporate office, as instrumental to the implementation of the corporate purpose of the entity. In this perspective, the exercise of a corporate office can be interpreted in terms of voluntary work where it meets the requirements set out in article 17, paragraph 2, among which the gratuity stands out in primis.

With the answer to a second question, the Ministry provides some clarifications on the provisions concerning the appointment of the members of the administrative body.In this regard, it is argued that:

  1. the competence of the assembly of Third sector associations to appoint and revoke, in general, the members of the corporate bodies, also concerns, in general, those of the administrative body;
  2. if the majority of the members of the administrative body must be made up of natural persons associated or "indicated" by the associated entities, a minority share of the same on the one hand may not have a link - direct or indirect - with the membership base of the entity at which the administrative body is set up, on the other hand it can be appointed - in ways that we could define as "non-assembly" - by bodies unrelated to the body's membership base or by particular categories of subjects (workers or users) who have the entity a specific bond. In such cases we are dealing with mere faculties attributed by law to the associations, which in order to be exercised require express provisions by the respective statutes. In the silence of the Code, it may be up to the statutes themselves to provide for the concrete methods of designating these "optional" quotas of members; failing that, a reference to the internal regulations of the designating bodies is assumed. For the SBs, all - and not the majority - of the members of the administrative body must be "chosen from among the associated natural persons or indicated, among their own members, by the associated bodies": the subjective requirement of direct or indirect membership of the the institution therefore becomes necessary for all the components;
  3. among the "non-profit entities", which can form the membership base of APS and ODV, public administrations and other public entities must also be understood, it being understood that the designation/appointment of one or more directors must not in any case configure situations of management, coordination or control referred to in Article 4, paragraph 2 of the Code.

Lastly, with the measure in question, the Ministry addressed the issue of meeting quorums for the approval of the amendments to the bylaws, with particular reference to those bylaws that do not provide for a quorum for constituting a second call.According to the Ministry, if a shareholders' meeting without a quorum on second call can well operate in ordinary conditions, this hypothesis must be considered to be excluded in the presence of extraordinary situations such as the resolution to amend the bylaws. Situations such as the one represented could on the contrary even constitute, according to what is written in the ministerial note, an index of the impossibility of functioning of the association against which the judge could be called to ascertain the possible occurrence of a cause for its extinction.