The Association can alternatively be administrated by a sole Director or Board of directors, who represent the Administrative body of the Association.
The Director has all the powers of ordinary and extraordinary administration, except for those reserved for the Assembly by the present statute. The sole Director, if nominated, has the legal and processual agency and the right to use the corporate signature.
The members of the Board of directors, chosen amongst the associates, can vary from a minimum of three and maximum of five.
The choice of the number and nomination of the members first of Board of directors will be indicated in the certificate of incorporation. Afterwards the number of members will remain unchanged until there is a different deliberation from the Assembly. In the first session of Board of directors the members appoint the President, the Secretary, the Vice-President and the Treasurer.
The Administrative body implements the guide lines indicated by the Assembly and pursues the Association’s objectives implementing the means considered most appropriate.
The Board of directors has jurisdiction over the ordinary and extraordinary administration of the Association, except for the duties reserved for the Assembly by the present statute.
The Board of directors can delegate functions and duties to the President or to one or more of its members through a deliberation. Certain functions (except for those of representation) can be delegated to members of the Association who are not part of the Consiglio.
The Administrative body appoints the scientific committee and the director according to art.15 and 16.
The Administrative body formulates its executive programs and provides the guide lines for the management of the cultural activity based on the Assembly’s indications. For every initiative there will be a person in charge that will follow its execution and reports to the Administrative body regarding its developments.
It is the Administrative body’s duty to deliberate regarding the registration and exclusion of associates and the fixing of the initial and annual contribution.
ASSOCIATION ASSEMBLY AND MEETINGS
General Assembly
The Assembly has to be convened at least once a year for the approval of the financial record and any other time in which there is the need or when there has been a request from at least one third of the associates.
Special Meetings
The special meeting deliberates the changes in the certificate of Association and the dissolution of the Association and if necessary appoints the liquidator. The meetings of the regular meeting are convened by the sole Director or President, and in his stead the Board of directors with notice containing the order of business, sent by mail or by telegram, fax or email at least 8 days before the date of the meeting. The notice has to be sent also to the members of the Administrative body and of Board of Guarantors (if present).
Voting
The General Assembly is made up of all the registered members. The status of Association member guarantees the right to vote and to be elected. Each Association member has the right to one vote.
Quorum
In its first session the regular meeting, effectively deliberates when more than half of the associates are present and in its second session when equal to the number of associates that intervened. The deliberations are approved by the majority of the votes of the present associates.
THE BOARD OF DIRECTORS
The Board of directors is ordinarily convened at least once a year at the Presidents invitation or when at least two members make a request. It’s convocation of the will have to be made through a notice which also contains the order of business, which has to be sent by mail, telegram, fax or email at least five days before the meeting.
The Board of directors is effectively formed if all its members are present, even by means of electronic devices which guarantee the presence (telephone or internet videoconference).
The meetings will be chaired by the President. In case of the President and Vice Presidents absence the meetings will be chaired by the eldest member of the Board of directors.
The deliberations of Board of directors are approved if voted by the majority of the present board members. In the case of a tie in votes, the President or whomever chairs the Board of directors’ vote will prevail.
THE PRESIDENT
The President is entitled to:
-legally representing the Association;
-convening and chairing the Board of directors and Assembly;
-invigilating on the enforcement of the Statute;
-signing the Association’s documents and contracts ;
-wielding the other assignments given from the Board of directors and Assembly;
-executing the deliberations approved by the other bodies of the Association.
In case of the President’s absence or impediment he will be substituted by the Vice President appointed by the Board of directors.
In emergency cases the President can approve measures within the Board of directors’ scope only to guarantee normal administration of the Association. There measures will have to be ratified by the Board of directors in the following session.
Article 14- Representation of the Association
THE SCIENTIFIC COMMITTEE
Once the Scientific Committee is nominated it proposes, programs and elaborates the Association’s cultural activities based on the guide lines given from the Administrative body. It executes its role in cultural autonomy . In absence of the Scientific Committee, its role is taken on by the delegated councilor. The Scientific Committee is formed by the Director, if nominated, who coordinates the development of the activities in substitution of the delegated councilor and by a certain number of members appointed by the Board of directors. The members of the Scientific Committee are appointed by the Board of directors and are divested of their authority along with the Board of directors that elected them.
In particular the Scientific Committee:
a. plans the long term business program and its activities based on the economic and financial assets;
b. elaborates and tends to the achievement of the long term business program and its activities.
c. proposes the formation of research, advisory and study groups which are considered useful in order to pursue the Association’s objectives.
d. assigns the coordination of the sections and particular assignments to its members and other associates.
e. manages and organizes the Association.
THE DIRECTOR
The Board of directors can appoint the Director who:
a. is responsible for the Association’s cultural services and its Center (if instituted);
b. can participate in the Board of directors’ meeting, without the right of vote;
c. coordinates the scientific committee’s programs;
d. reports to the President and to the Board of directors regarding the development of the scientific activities of the Association. |
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