Article 1 – Denomination
A social promotion association called "Stati Generali dell'Innovazione Associazione di Promozione Sociale" has been set up in compliance with the provisions of Legislative Decree 3 July 2017 n. 117 and subsequent amendments, to the provisions of the civil code and the related implementing provisions as compatible with it, which in the continuation of this deed is indicated with the term Association.
Article 2 – Venue and duration
The Association has its registered office in Rome (RM), at via Carlo Denina, n. 72 but may have secondary offices throughout the country in which to carry out its institutional activities. Any variation of the registered office within the same Municipality does not imply a change in the by-laws, except for a specific resolution by the Board of Directors and subsequent communication to the competent offices. The duration of the Association is unlimited and it can only be dissolved by resolution of the Members' Assembly.
Article 3 – Activities of general interest
The Association is non-partisan, non-denominational and non-profit.
The Association's purpose is the pursuit, non-profit, of civic, educational, solidarity and social utility purposes through the exercise, exclusively or principally, of one or more activities of general interest in favor of its members, of their family members or third parties, making use mainly of their voluntary work.
It carries out the following activities of general interest:
- Education, instruction and professional training, pursuant to the law of 28 March 2003, n. 53, and subsequent amendments, as well as cultural activities of social interest with educational purposes;
- Interventions for the protection and enhancement of the cultural heritage and the landscape, pursuant to the legislative decree of 22 January 2004, n. 42, and subsequent modifications;
- Undergraduate and post-graduate education;
- Scientific research of particular social interest;
- Organization and management of cultural, artistic or recreational activities of social interest, including activities, including editorial ones, to promote and disseminate the culture and practice of volunteering and the activities of general interest referred to in this article;
- Extra-curricular training, aimed at preventing early school leaving and at school and training success, at preventing bullying and combating educational poverty;
- Interventions and services aimed at safeguarding and improving the conditions of the environment and at the prudent and rational use of natural resources, with the exclusion of the activity, habitually carried out, of collection and recycling of urban, special and dangerous waste, as well as the protection of animals and prevention of stray dogs, in accordance with the law of 14 August 1991, n. 281;
- Development cooperation, pursuant to the law of 11 August 2014, n. 125, and subsequent modifications;
- Promotion of the culture of legality, peace between peoples, non-violence and unarmed defence;
- Redevelopment of unused public assets or assets confiscated from organized crime.
Article 4 – Purposes and actions
The organization mainly carries out the activities of general interest identified above, for the pursuit of the following purposes:
- Operate as a "think-tank" to develop, update and promote a program for innovation in the government of Italy and Europe in a shared way and through an inclusive process, as an overall result of the States General of Innovation;
- Foster the development and dissemination of the culture of innovation and sustainability in the socio-economic, educational, cultural, environmental, industrial, administrative, technical and political fields;
- Establishing a bottom-up process as an operational point of reference for all innovation players in every sector aimed at promoting the synergy of individual initiatives and maximizing the effectiveness of the proposals;
- Promote the adoption of the recognition of merit and the active involvement of young people as fundamental elements essential for the development of any innovation policy.
By way of example but not limited to, the actions will take the form of:
- Research and development of operational and organizational models for the introduction of sustainable innovative processes in the social, economic, industrial, technical, administrative and public affairs management fields;
- Orientation on emerging professional opportunities in the short and medium term as a result of the main innovation trends in Italy and in the world;
- Formal and informal educational activities for the understanding and application of digital technologies in new educational and professional fields;
- Research and development of models of digital products and services for educational, artistic and independent publishing;
- Research and development of digital transformation process models in response to the needs and challenges of contemporary society, with particular attention to the issues of sustainability, accessibility, solidarity, equity and inclusion;
- Coordination and participation in social and/or scientific studies and research, information and awareness campaigns, valorisation and exploitation of results, local, national and international planning and networking, marketing strategies, development of graphic and web products, transnational mobility;
- Organization of events and other dissemination activities.
The Association may carry out activities other than those listed provided that they are ancillary and instrumental to activities of general interest, according to the methods identified by the Association's Governing Council, and in compliance with the criteria and limits defined by decree of the Minister of Labor and social policies, in agreement with the Minister of Economy and Finance, to be adopted pursuant to article 17, paragraph 3, of the law of 23 August 1988, n. 400. The organization can also carry out fundraising activities, in compliance with the principles of truth, transparency and correctness with supporters and with the public, in compliance with the provisions contained in art. 7 of Legislative Decree 117/2017.
The Association may also join other Associations or Companies having purposes similar to its own.
The Association may adopt a different juridical guise, in order to achieve the statutory purposes.
The Association may join associative networks pursuant to art. 41 of Legislative Decree 3 July 2017 N. 117. By joining, the association unconditionally accepts - for itself and its members - to comply with the rules and directives of the associative networks.
The distribution, even indirectly, of profits and operating surpluses, funds and reserves however named to founders, associates, workers and collaborators, directors and other members of the corporate bodies is prohibited, even in the case of withdrawal or any other hypothesis of individual dissolution of the associative relationship.
Article 5 – Members
The members of the association can be natural persons, and entities with or without legal personality, who share its aims and are committed to achieving them.
Restrictions with reference to economic conditions and discrimination of any kind in relation to the admission of members are not permitted.
Membership as associates of other third sector or non-profit organizations is permitted, provided that their number does not exceed fifty per cent of the number of social promotion associations.
Ordinary members are those who participate in the activities organized by the Association after registering with it. Membership in the Association is open-ended and cannot be arranged for a temporary period.
The admission of a new member is made by resolution of the Governing Council at the request of the interested party. The resolution is communicated to the interested party and noted in the register of members.
Within sixty days, the Governing Council must give reasons for the decision to reject the application for admission and communicate it to the interested parties. The person who proposed the application may, within sixty days of the communication of the rejection resolution, request that the assembly or another body elected by it decide on the application, which decides on the rejected applications, if not specifically summoned, on the occasion of their subsequent summons.
Entities wishing to become members of the association must submit an application for admission signed by their legal representative.
The status of member is non-transferable and the membership fee cannot be transferred to third parties or re-evaluated.
Article 6 – Rights and duties of members
From the moment of admission, all members enjoy the right to participate in company meetings with the exercise of the right to vote and to elect and stand for election, without prejudice to the temporary limitation to the right to vote indicated in the following article 10 of these Statutes.
Voting rights and active and passive electorate rights are automatically acquired by the minor shareholder at the first useful meeting held after reaching the age of majority.
The member is also recognized the right to hold corporate positions within the Association in strict compliance with the requirements set out in the following art. 12.
The status of member gives the right to attend all the initiatives promoted by the Association.
Each shareholder who does not participate in the administration has the right to examine the mandatory company books pursuant to art. 15 of Legislative Decree 3 July 2017 N. 117. The member has the right to obtain extracts at his own expense from the mandatory corporate books in compliance with the principles of correctness and good faith in order not to prejudice the right to confidentiality of the Association. The directors must, within thirty days of the request made in writing by the shareholder or shareholders, allow the consultation of the mandatory company books.
Members have a duty to:
- adopt behaviors that conform to the spirit and aims of the Association, protecting its name, as well as in relations between members and between the latter and the corporate bodies;
- comply with the Articles of Association, any internal regulations and the resolutions adopted by the corporate bodies;
- pay any membership fee to the extent and within the terms established annually by the Board of Directors.
Article 7 – Forfeiture of members
Membership is not temporary and lasts until it is lost for one of the following reasons:
- By withdrawal, which must be exercised with a written declaration presented to the Board of Directors;
- Due to arrears that lasted for more than two months from the request for payment of the membership fee.
- By exclusion, deliberated by the Association in the cases of:
- Behavior of the member in conflict with the aims of the Association;
- Persistent violations of statutory, regulatory obligations or resolutions of corporate bodies;
- Actions which cause material and immaterial damage of a certain gravity to the Association.
The exclusion provision, pronounced by the Board of Directors, must be justified and communicated in writing to the interested party no later than 30 (thirty) days from the date of the resolution. The excluded member can appeal against it to the ordinary Assembly, within and no later than 30 (thirty) days from receipt of the communication, by means of a specific request which must be forwarded to the Board of Directors by registered mail or PEC or other suitable means to certify the reception; the Ordinary Assembly must be held within 30 (thirty) days from the date of receipt of the request. The appellant must be guaranteed the right to be heard in the Assembly. Until the date of convening the Ordinary Assembly, for the purposes of the appeal, the member affected by the exclusion measure is understood to be suspended: he can still participate in the Assembly meetings but does not have the right to vote.
The member who for any reason has ceased to belong to the Association cannot ask for the refund of the paid shares and has no right to the assets of the Association.
Article 8 – Corporate bodies
The bodies of the Association are:
- The shareholders' meeting;
- The Board of Directors;
- The Supervisory Body, mandatorily appointed upon the occurrence of the conditions referred to in Article 30 of the Legislative Decree Legislative Decree 117/2017;
- The auditing body, which is compulsorily appointed upon the occurrence of the conditions referred to in Article 31 of Legislative Decree no. Legislative Decree 117/2017.
The election of the bodies of the Association cannot be bound or limited in any way, and is based on criteria of maximum freedom of participation in the active and passive electorate.
Article 9- Functioning of the assembly
The General Assembly of Members is the highest deliberative body of the Association. When it is duly convened and constituted, it represents the universality of the members and the resolutions legitimately adopted by it bind all the members, even if absent or dissenting. The convening of the Assembly may be requested from the Board of Directors by at least 1/5 (one fifth) of the members who, at the time of the request, propose the agenda. In this case, the convocation is a due act on the part of the Board of Directors. The convening of the Assembly may also be requested by half plus one of the members of the Board of Directors. Each participant in the meeting with a deliberative vote has the right to only one vote.
The Assembly must be convened at the headquarters of the Association or, in any case, in a location suitable for guaranteeing the maximum participation of the members.
The Assemblies are chaired by the President of the Board of Directors or, in the event of his absence or impediment, by another member of the Board of Directors attending the meeting and chosen by the majority of those present. The Assembly appoints a Secretary and, if necessary, two tellers. The assistance of the Secretary is not necessary when the minutes of the Shareholders' Meeting are drawn up by a Notary. The President directs and regulates the discussions and establishes the modalities and the order of the votes. Minutes must be drawn up for each Assembly and signed by the President of the same, by the Secretary and, if appointed, by the two scrutineers. A copy of the same must be made available to all members with the formalities deemed most suitable by the Board of Directors to ensure maximum dissemination.
Article 10 – Validity of the assemblies
The Ordinary Assembly is validly constituted on first call with the presence of the absolute majority of members with the right to vote and deliberates validly with the favorable vote of the majority of those present. Each shareholder has the right to one vote.
All those who have been registered in the register of members for at least three months have the right to vote.
Each member can be represented in the assembly by another member by means of a proxy conferred according to the procedures described in the Regulations. Each member may represent up to a maximum of three members in associations with fewer than five hundred members and five members in those with not less than five hundred members. The fourth and fifth paragraphs of article 2372 of the civil code apply, in so far as they are compatible.
The Shareholders' Meetings can also be held online and voting by mail or electronically is permitted on the basis of the conditions described in the specific regulation approved by the Shareholders' Meeting and which will be noted in the relative minutes.
If the Association exceeds the number of five hundred, it will be possible to carry out separate assemblies, however named, also with respect to specific subjects or in the presence of particular categories of associates or to carry out the activity in several territorial areas. The provisions of the third, fourth, fifth and sixth paragraphs of article 2540 of the civil code apply to these meetings, in so far as they are compatible.
The Assembly will be validly constituted on second call whatever the number of members present and resolves with the favorable vote of the majority of those present.
The second call of the meetings must be fixed at least 24 hours after the first call.
Article 11 – Assembly
The convocation of the Assembly will take place at least 8 days in advance through one or more of the following communication channels: ordinary or certified e-mail, fax, telegram, ordinary mail, registered mail (even by hand), posting of a notice at the headquarters of the Association or any another communication channel consolidated in practice, doctrine and jurisprudence. The date, place and time of the meeting and the list of matters to be discussed must be indicated in the convocation of the Assembly.
The Assembly must be announced by the Board of Directors and convened by the President, at least once a year, within four months of the closure of the financial year, for the approval of the final report.
The Assembly decides on the guidelines and general directives of the Association.
The Assembly without fail:
- Appoints and dismisses the president and other members of the Governing Council;
- Appoint and revoke, when required, the person in charge of the statutory audit of the accounts;
- Approve the budget;
- Deliberates on the liability of the members of the corporate bodies and promotes liability actions against them;
- Deliberates on the exclusion of associates, if the deed of incorporation or the statute do not attribute the relative competence to another body elected by the same;
- Resolution on amendments to the deed of incorporation or statute;
- Approves any regulation of the meeting's work;
- Deliberates the dissolution, transformation, merger or division of the association;
- Deliberates on the other objects attributed by the law, by the deed of incorporation or by the statute to its competence to all matters pertaining to the life and relations of the Association and which are legitimately submitted to its examination by the Board of Directors.
For statutory amendments, for the transformation, merger or division of the Association, the Assembly on first call is validly constituted with the presence of at least 3/4 (three quarters) of the members and resolves with the favorable vote of the majority of those present; in the second call it is validly constituted with the presence of at least half plus one of the members and deliberates with the favorable vote of the majority of those present.
For the dissolution of the Association and the transfer of assets, the Extraordinary Assembly decides, both in first and second call, with the favorable vote of at least 3/4 (three quarters) of the members.
Article 12 – Board of Directors
The Board of Directors is the administrative body of the Association and is made up of a minimum number of 3 and a maximum of 9 members. Within the Board of Directors the roles of Vice-President, Secretary and Treasurer are conferred. The representation of the Association belongs exclusively to the President of the Board of Directors.
The administrative body has all the powers for the ordinary and extraordinary administration of the Association.
However, limits to the powers of directors may be indicated at the time of appointment.
The interdicted, incapacitated, bankrupt, or anyone who has been sentenced to a penalty involving disqualification, even temporary, from public office or the incapacity to hold executive offices.
The administrators are chosen among the natural persons associated or indicated by the associated legal entities.
The Board of Directors remains in office for four years and its members can be re-elected.
Only members in good standing with the payment of membership fees who are adults can hold corporate offices.
The Board of Directors meets whenever the President deems it necessary, or if a written request is made by at least half of the directors.
The Board of Directors is validly constituted with the presence of the majority of the directors in office and validly deliberates with the favorable vote of the majority of those present.
The resolutions of the Board of Directors, for their validity, must result from a report signed by the person who presided over the meeting and by the secretary. The same must be made available to all members with the formalities deemed appropriate by the Board of Directors to ensure maximum dissemination.
Article 13 – Duties of the Board of Directors
The tasks of the Board of Directors are:
- draw up the financial statements, to be submitted to the approval of the Assembly;
- draw up any annual and multi-year program of activities, to be submitted to the approval of the Assembly;
- draw up any corporate financial statements, to be submitted to the approval of the Assembly;
- appoint the Vice-President, the Secretary and the Treasurer of the Association;
- decide on applications for membership of the Association and on the exclusion of members;
- draw up any internal regulations for the functioning of the Association, to be submitted to the approval of the Assembly;
- decide on any annual membership fee, determining the amount;
- deliberate the convocation of the Assembly;
- decide on any working relationships with employees, as well as with external collaborators and consultants;
- ratify or reject the measures adopted as a matter of urgency by the President;
- take care of the maintenance of the Association's corporate books, which may be kept, alternatively, either in paper form or in digital format according to the methods permitted by law.
- deliberate on the possible performance of different activities, and document their secondary and instrumental nature with respect to activities of general interest;
- adopt any other provision that is attributed to it by this Statute or by internal regulations; n) adopt in general all the provisions and measures necessary for the implementation of the institutional purposes, as well as for the management and correct functioning of the Association.
Article 14 – The President
The President is the legal representative of the Association and expresses his will. The President can sign any deed and carry out any operation in the name and on behalf of the Association, in compliance with the resolutions of the Board of Directors and the Assembly of members.
In the event of his absence or impediment, he is replaced by the Vice-President or by the most senior councilor.
Article 15 – Resignation
In the event that for any reason, during the course of the financial year, one or more directors who do not exceed half of the board are missing, the first of the non-elected ones will take over. If there are no candidates who have these characteristics, the board will continue without its members until the first useful meeting where votes will be taken to replace the missing members who will remain in office until the expiry of the replaced directors.
In the event of resignation or impediment of the President of the Board of Directors to perform his duties, the related functions will be performed by the Vice-President until the appointment of the new President which must take place in the first Board of Directors.
The Board of Directors will have to be considered lapsed and no longer in office if the majority of its members, including the President, are lost due to resignation or for any other cause. Upon the occurrence of this event, the Assembly must be convened urgently for the appointment of the new Board of Directors. Until its new constitution and limited to urgent affairs and the management of the ordinary administration of the Association, the functions will be carried out by the lapsed Board of Directors.
Article 16 – Control body
The Association may appoint the supervisory body, the board of statutory auditors or the auditor or the sole auditor in the cases permitted by law. In the cases envisaged by the second and third paragraph of article 30 of Legislative Decree No. 117 of 3 July 2017, the appointment of the supervisory body is mandatory.
In the cases provided for by the first and third paragraph of the art. 31 of Legislative Decree 3 July 2017 No. 117, the appointment of the statutory auditor is mandatory. The control body draws up minutes of its meetings, which are then transcribed in the special book of meetings and resolutions of this body, kept in the headquarters of the Association.
In the event that, due to resignation or other causes, one or more members of the control body lose their office before the expiry of their mandate, they are replaced by means of a new election by the Shareholders' Meeting.
The members of the supervisory body, to which article 2399 of the Civil Code applies, must be independent and exercise their functions objectively and impartially. They cannot hold other offices within the Association.
Article 17 – Volunteers
Volunteers are natural persons who share the aims of the Association and who, by free choice, carry out their activities through it in a personal, spontaneous and free way, on a non-profit basis, not even indirectly and exclusively for solidarity purposes.
The Association must enter in a special register the volunteers, associated or not, who carry out their activity on a non-occasional basis.
The Association must also insure its volunteers against accidents and illnesses connected to the performance of the voluntary activity, as well as for civil liability towards third parties.
The volunteer's activity cannot be paid in any way not even by the beneficiary. The volunteer can be reimbursed for the expenses actually incurred and analytically documented for the activity performed, subject to authorization and within the limits established by the Board of Directors.
The quality of volunteer is incompatible with any form of subordinate or self-employment relationship and with any other paid employment relationship with the institution of which the volunteer is associated or through which he carries out his voluntary activity.
The Association may hire employees, or make use of self-employment or other services, even of its members, only when this is necessary for the purpose of carrying out the activity of general interest and for the pursuit of the purposes in accordance with the provisions contained in the art. 36 of the legislative decree Legislative Decree 117/2017.
Article 18 – The Budget
The Board of Directors annually draws up the financial statements of the Association, to be submitted to the approval of the Assembly. The latter must be convened within 120 (one hundred and twenty) days of the end of the financial year or within one hundred and eighty days if particular needs relating to the structure and object of the Association require it.
The financial statements must consist of the balance sheet, the cash flow statement, with an indication of the entity's income and expenses, and the mission report which illustrates the balance sheet items, the entity's economic and financial performance and the methods for pursuing the statutory purposes.
If the Association has revenues, annuities, proceeds or revenues in any way denominated lower than 220,000.00 euros, it can draw up the balance sheet in the form of a cash flow statement.
The budget must be drawn up in accordance with the forms defined by decree of the Minister of Labor and Social Policies.
The Financial Statements must be drawn up clearly and must truthfully and correctly represent the patrimonial and economic-financial situation of the Association, in compliance with the principle of transparency towards the members. Together with the convocation of the Ordinary Assembly which brings the approval of the financial statements back to the agenda, a copy of the financial statements must be made available to all members.
Article 19 – Social year
The fiscal year begins on January 1st and ends on December 31st of each year.
Article 20 – Revenue
The income of the Association consists of:
- membership fees and contributions;
- inheritance, donations and bequests;
- contributions from the State, the regions, local authorities, public bodies or institutions, also aimed at supporting specific and documented programs implemented within the scope of the statutory purposes;
- contributions from the European Union and international bodies;
- income deriving from the provision of agreed services;
- proceeds from the sale of goods and services to members and third parties, also through the performance of economic activities of a commercial, artisanal or agricultural nature, carried out in an auxiliary and subsidiary manner and in any case aimed at achieving institutional objectives;
- donations from members and third parties;
- income deriving from promotional initiatives aimed at self-financing, such as parties and subscriptions, including prizes;
- public fundraisers
- other income compatible with the social purposes of social promotion associations.
Any profits from management, including commercial ones, must be reinvested within the institutional activity of the Association. In case of loss, this will be reinstated by subscription of the Members in the forms and ways that will be deliberated from time to time by the Ordinary General Assembly.
Article 21 – Assets
The Association's assets consist of all the movable and immovable property owned by the Association, also following bequests and donations.
The assets of the Association, including any revenues, annuities, proceeds, income however denominated is used for carrying out the statutory activity for the exclusive pursuit of civic, solidarity and social utility purposes.
Article 22 – Dissolution
The dissolution of the association is decided by the general meeting of the members.
The assembly which orders the dissolution of the association establishes at the same time the methods and duties for the liquidation. In the event of extinction or dissolution, the remaining assets are donated, subject to the positive opinion of the Office referred to in Article 45, paragraph 1, Legislative Decree No. 117 of 3 July 2017 and save for a different destination imposed by law, to other Third Party entities sector or, failing that, to the Social Italy Foundation pursuant to art. 9 of Legislative Decree 3 July 2017 No. 117.
Article 23 – Transitional rules
The provisions of this Statute which presuppose the establishment and operation of the RUNTS, or the adoption of subsequent regulatory provisions, with particular regard to the tax regulations of Title X of Legislative Decree 117/2017, will apply and produce effects in the moment in which, respectively, the same Register will be established and will be operating in accordance with the law and the same subsequent implementing and authorization measures will be issued and will enter into force.
Article 24 – Final provisions
For anything not expressly provided for in this statute, the provisions of Legislative Decree 3 July 2017 n. 117 and subsequent amendments, as well as the Civil Code and the related implementing provisions, as compatible, and the special laws on the matter.