STATUTE OF THE NPO ASSOCIATION
CENTRO STUDI E RICERCHE “VIATOR STUDIES CENTRE”.
Research and Development of Historical Mediterranean Routes
TITLE I: COSTITUTION – REGISTERED OFFICE – DURATION Article 1 Constitution
Constitution A non-profit cultural Organization denominated “VIATOR” STUDIES CENTRE - Research and Development of Historical Mediterranean Routes”, which assumes the juridical form of Association, is established.
The Association is non-denominational, and independent from every political party, it is trans-cultural and non-profit. It exclusively pursues aims of social solidarity; solely carrying out the activities named in the Statute which follows the present statement, and those directly related to them. It does not distribute, directly or indirectly, profits or surpluses, funds, reserves or capitals during its existence, unless the destination or distribution are imposed by the law or are destined to other non-profit or social utility organizations, which must also be non-lucrative, and of social benefit, and which by law, by statute or regulation, form part of the same structure. It employs profits or surplus for the implementation of institutional activities and others directly connected with them.
In case of dissolution, for whatever cause, the Association shall devolve its assets, after having agreed with its control organism, to other non-profit organizations or to public utility aims, save other destination imposed by the law. What stated in the above comma, will occur within the limits and conditions contemplated by the Italian legislative decree of December 4th 1997, N° 460. The Study Centre has its legal seat in the Geography Laboratory of the Department of Cultural Heritage, at University of Salento - Via Dalmazio Birago 64, 73100 Lecce Tel/Fax 00 39 832 295629/630.
AIMS AND ACTIVITIES
The Study Centre undertakes to:
To achieve its institutional goals to favour the members or participants, the Study Centre will:
1. Each member, adhering to the purposes of the Study Centre, undertakes to comply with the statutes, to implementing statutory regulation and the regulations issued by corporate bodies. 2. Membership of the Centre for Studies will be valid for one year and renewed if the member does not resign it shall be intended as renewed within the period specified in article 7.
1. The position of founding member will be annulled:
a) due to natural impediment, resignation or exclusion pronounced by the Board of Directors, in the case of activities or conduct contrary to the aims of the Study Centre;
b) for not participating, in person or by proxy, in three consecutive regular meetings.
2. The position of ordinary memer is lost:
a) due to resignation presented to the Board of Directors, by notice consigned within the 30th September of each year;
b) for forfeiture, pronounced by the Board of Directors as a result of default in the payment of two annual fees or any other association charges;
c) exclusion, pronounced by the Board of Directors, in the case of activities or conduct contrary to the aims of the Study Centre.
3. whatever the reason for which the member ceases acting as general partner, the Centre of Studies requires the payment of annual dues unpaid, including the one for the current year, and any other sum due by the member.
4. No member, after his resignation or exclusion, and no heir or successor of a deceased associate, can make claims on assets, even if restricted to its contributions. 5. The fees and contributions of members and non-profits are untransmittableLe quote e i contributi dei soci sono intrasmissibili e non rivalutabili.
TITLE IV: ORGANISMS
1. The organisms of the Study centre are:
a. The Assembly of members;
b. The Board of Directors;
c. The President;
d. The Vice President;
e. The Board of Auditors.
f. The Scientific Board
2. All offices are free, except, any reimbursement of expenses or other emoluments in accordance with the resolution of the Board.
CHAPTER I: THE ASSEMBLY
1. Are part of the Assembly founding members and ordinary members who are in compliance with their obligations. Honorary members and correspondents are invited permanently to the Assembly but are not entitled to vote.
2. Each founding or ordinary member has one vote and may be represented by written proxy, or by another member, in compliance with their fee obligations. No member may receive more than two proxies.
3. The Assembly shall meet in ordinary session once a year and in extraordinary session whenever requested by the President, by the Board or at least by a third of the members of the Assembly.
4. The convening of the Assembly, which may be held at the registered office or elsewhere, is called by the President by letter, fax or e-mail sent at least ten days before the meeting. It must contain the date, time and place of the meeting, the agenda of the first and second call.
1. The Assembly is regularly constituted and may validly deliberate, whether in ordinary or extraordinary session, when it is found that the presence, in person or by proxy, directly or audiovisual link, of at least half the members on the first call and the presence of at least one fifth of the members in the second call, except as provided in Article 11.
2. The Assembly decides by majority vote of those present, except in cases where a qualified majority is required by the Statute.
3. The decisions of the Assembly are registered and recorded by the Secretary of the Study Centre
4. For decisions concerning alterations to the Statute, the presence of at least half the members is required, and the approval of half the voters.
5. To decide the dissolution of the Study Centre and the transfer of the assets, the affirmative vote of at least three fourths of the members is required .
1. It is the task of the Assembly to approve the general guidelines for development and guidance of the Centre.
2. On the same rests the responsibility the adoption of the following acts in particular: a. to appoint the President, the Board of Directors and the Board of Auditors, with a separate vote by secret ballot among the founder members and ordinary members; b. to approve the budget and the final account; c. to approve any regulation implementing the statute; d. to decide any changes to the statute; e. to decide the dissolution of the Study Centre.
CHAPTER II: THE BOARD OF RIRECTORS
1. The Board of Directors consists of the President and a number of members between two and eight.
2. The Members of the Board of Directors remain in office for five years and may be reconfirmed.
3. The Council shall be convened and chaired by the Chairman and shall meet whenever he deems it appropriate.
4. The board may also be convened at the written request of at least three Directors.
5. The Board of Directors shall be convened by notice in writing, fax or e-mail, with details of topics, to be notified least ten days before the date fixed for the meeting. In an emergency, the period specified in the preceding paragraph shall be reduced to three days and the notice may be communicated by telegram, fax or e-mail.
6. The Board meetings are valid with the presence of at least half of the directors, in addition to the President.
7. The resolutions are validly adopted if the proposal gets the approval of a majority of voters.
8. In open votes the directors taking part in the discussion, claiming to abstain are not counted in the number of voters, but only for what must be reckoned for the validity of the session.
9. In secret ballots, blank or invalid ballots will be counted only to determine the number of voters.
10. Resolutions are usually taken by open ballot, unless in the assumptions of resolutions relating to individuals.
1. The Board of Directors is the active administrative body for the Study Centre and has general jurisdiction, for the purposes of the Study Centre, executing the directives of the Assembly and to make proposals and carrying out activities putting forward proposals and impulse for the same
2. The Board of Directors
a. performs all the functions that are not expressly reserved to the Assembly and the President;
b. it approves the scheme of the business plan and works together with the schedule of the budget and final account, for submission to the Assembly along with the activity report of the Study Centre;
c. it establishes the annual membership fee;
d. it proposes the deeds of competence of the Assembly;
e. it decides on the resignation, on the removal and exclusion of members;
f. it may delegate to the President the admission of members with the task of reporting to the Board in its next meeting;
g. it takes the necessary steps for the implementation of the resolutions of the Assembly which are not the responsibility of other bodies.
h. it appoints and removes, on advice by the President, or at least by three directors, members of the Scientific Committee.
CHAPTER III: THE PRESIDENT
1. The President is, for all intents and purposes, the legal representative of the Study Centre.
2. The President remains in office for five years annd can be re elected.
3. The President: a. appoints the Vice President; b. convenes and presides over the Assembly and the Executive Board and its work programme; c. he signs the decisions of the Assembly and of the Board of Directors; d. carries out the decisions of the Board of Directors; e. he signs contracts and conventions and all the deeds of external relevance; f. he chairs the Scientific Board. g. The President may delegate some of his powers to the Vice President, subject to the letters "d" and "e" in the previous paragraph.
CHAPTER IV: BOARD OF AUDITORS
1. The Board of Auditors, where appointed, consists of three members elected by the Assembly in a secret ballot among members.
2. The Auditors shall appoint a Chairman of their Board;
3. The role of Auditor is incompatible with any other role within the Study Centre.
4. It is the task of the Board of Auditors to check the current accounts and the final accounts.
CHAPTER VI: THE SCIENTIFIC BOARD
1. The Scientific Board is an advisory and support body to the Executive Board.
2. Part of the Board are: a. the President of the Study Centre, who coordinates the works. b. personalities of known scientific ability within the field of the established tasks of the Centre, and more generally subjects whose activity qualifies them as experts.
3. The appointment and dismissal of members of the Committee is normally exercised by the Board of Directors. According to the constitution of the Centre it should be on the advice of the founding members.
4. The members of the Scientific Board, should then not yet be associated to the Study Centre, should be made honorary members.
5. It is the task of the Scientific Board to:
a. propose the scientific guidelines of the Research Centre;
b. assist the other organs of the Center in organizing scientific conferences and other events;
c. supervise and provide scientific guidance for publications;
d. to be the interface of the Study Centre before the scientific and academic worlds;
e. with contributions, grants and donations, bequests and donations from supporters, of whatever legal contribution from the Study Centre or whose payment may be promoted by it;
f. bring to attention unpublished manuscripts worthy of being published, or where the issue can be promoted by the Study Centre.
6. Each member of the Scientific Board is expected to give opinions on matters referred to in the above Article, whenever the President or the Board makes an explicit request. The assessments of each member must be properly taken into account by the Board of Directors which is responsible for the approval of each proposal and the decision about the scientific method to be adopted.
CHAPTER V: FINANCES – EXERCISE – OBLIGATIONS
1. The Study Centre which makes no profit, will thus finance its activities:
a. with membership fees, in the amount established by the Board of Directors;
b. with contributions given for special studies, courses, publications, research, consultancy, services rendered and other activities;
c. with contributions, grants and donations, bequests and donations from supporters, of whatever legal form.
1. The assets consist of all those goods which in any way have become become the property of the Study Centre;
2. To the assets also contribute the admission quotas that members must pay when registering and any other income earned from the Study Centre;
3. The Annual Financial Report is presented to the Assembly of members, accompanied by the report of the Executive Board and the advice given in writing by the Board of Auditors and is composed as follows: a. balance sheet; b. cash-flow management.
1.The financial year of the Study Centre coincides with the calendar year.
2. Bonds and interest charges and contracts in the name of the Study Centre are settled with the assets of the same Study Centre.
3. In no event , even indirectly, profits or surplus funds, reserves or capital, will be distributed to members, unless the use or distribution is required by law.
1. Amendments to the Statute and the dissolution of the Assembly shall be decided by the Studies Centre as provided for in Article 10 above, on proposal from the Board or by at least a tenth of the members..
2. The resolution of the Assembly for the winding up of the Study Centre should be made known to all members.
3. In case of dissolution of the Study Centre, any property remaining after liquidation, will be donated to one or more institutions or non-profit organizations, with similar objectives and cultural aims designated by acting the dissolution, after the inspection body referred to in Article 3, paragraph 190 of 23 December 1996, n. 662.