In view of the long-awaited departure of the RUNTS, scheduled for 21 April next, the Ministry of Labor has ruled on the verification by the Regional Offices of the regularity regarding the constitution and carrying out of the meetings envisaged for the statutory adjustments made by the bodies to the pursuant to article 101 paragraph 2 of the Third sector Code, with particular reference to the question whether or not it pertains to the competence of the Offices to verify that any inclusion of optional clauses has not occurred with a resolution of the ordinary shareholders' meeting and if, in this case, the Office may deem the meeting invalid or even request its repetition.

The provisions of article 101 paragraph 2 of the Code constitute the expression of the will of the legislator to better reconcile different needs:

  • respect for the principle of democracy that characterizes Third sector entities, in compliance with which the modification of the statutes requires, in general, the approval by a qualified majority;
  • facilitate for specific categories of entities (ODV and APS) the transition from registration in the pre-existing registers to the new registration system.

To this end, in relation to the so-called clauses “optional” the legislator does not deviate from the general principle which entrusts any statutory modification to a reinforced majority; for CDs. "mandatory adjustments", necessary to allow the transition to the new Register, or for those (in any case pre-identified by law) that expressly introduce a derogation from the new provisions, allows, exceptionally and only for a limited period of time, recourse to the ordinary shareholders' meeting.

Once the scope of the provision in question has been reaffirmed, the Ministry clarifies that it is aimed at guaranteeing the internal profiles of the associative relationship and not the relationship between the association as a collective body and the public administration called to verify the conditions for the registration of the body at RUNTS. From this premise it follows that the RUNTS Offices (and possibly those currently managing the current registers of social promotion and voluntary work) cannot be called upon to verify and therefore to certify the regularity of the constitution of the assemblies.

Considering that the rules (legal or statutory) that regulate the possibility and methods of amending the statutes are placed as a guarantee for the shareholders and constitute real and proper rights for the latter towards the other shareholders and the corporate bodies, the appropriate for the protection of these rights is the civil jurisdiction. Finally, as regards the cases in which, to amend the statute, the institution resorts to the work of a notary, apart from the hypotheses referred to in article 22 of the Code which expressly provides for their intervention, the Ministry observes that the checks carried out by the professional and the related responsibilities comply with the rules governing the notary office.