Statute

Statute of the Association for Social Promotion

Art. 1 – Name

In compliance with the provisions of the civil code and Law 383/2000, a denominated association is established States General of Innovation Association for social promotion.

Article 2 - Headquarters 

The Association has its registered office in Rome, at via Alberico II n. 33, CAP 00193. The extraordinary assembly can set up secondary offices, delegations, offices and representations in any locality. Headquarters transfers do not require statutory changes.

Article 3 - Duration 

The duration of the Association is indefinite.

Art. 4 – Company object

The Association is apolitical and non-profit.

The Association, which takes the form of a network of associations, organizations, bodies, groups and individuals, operates at a regional, national and international level, and is open to contributions from people of all nationalities and from any social, economic and political background. who share its principles.

The association was established with the aim of creating the conditions and organizing the States General of Innovation, understood as a moment of global participation of all stakeholders towards the construction of a shared perspective for an effective change in innovation policies in Italy.

The Association aims to:

• build a point of reference for associations, organizations, businesses and individuals involved in innovation, both from a social and industrial point of view, and from the impact on the transformation of the PA and finally from the basic technical conditions, in so as to favor the synergy of the individual initiatives and maximize the effectiveness of the proposals;
• define a path to organize the States General of Innovation "from below" and on the territory, through the use of a platform for online sharing, thematic meetings, meetings, studies, publications, seminars;
• develop, update and promote, in a shared way and through an inclusive process, a program for "innovation in the government of Italy", as an overall result of the States General of Innovation;
• carry out any other activity, not included in the preceding paragraphs, deemed necessary or useful for the achievement of its purposes.

The association expressly excludes from its aims those which have as their exclusive object the direct protection of the economic or category interests of its members.

In achieving the institutional aims towards its members and third parties, the Association will be able to implement, towards them, all those strictly complementary services which also involve the administration of food and drink, including physiological support, and the organization of travel and tourist stays; all social and complementary services can be provided against payment of specific fees in relation to the greater or different service to which they entitle.

Although the Association is not for profit, it will be able to carry out a commercial activity, possibly also offering services to non-members, provided that it is instrumental to the achievement of the social purposes. In this case, any profits, net of taxes provided for by current tax regulations, will be invested in the Association in order to improve its efficiency and quality in carrying out the institutional activities of the Association itself.

To achieve the objectives described here, the Association will work to spread its action through relations with national and international bodies, government administrations, private companies, non-governmental organizations, and other associations or groups of any type that share its founding principles. .

The Association may, among other things:

1. stipulate any appropriate deed or contract useful for the achievement of the statutory purposes, including, by way of example: the stipulation of sponsorship contracts and agreements of any kind with Public Bodies (national and international) or private subjects, which are considered appropriate and useful for the achievement of the aims of the Association
2. stipulate agreements for the assignment of management of activities;
3. hire employees and stipulate contracts of independent collaboration, as well as relating to any other form of consultancy;
4. participate in associations, organizations and institutions, public and private, whose activity is directed, directly or indirectly, to the promotion of studies in the field of technology and innovation; the Association may, where it deems it appropriate, also contribute to the establishment of the aforementioned bodies.

The rules on the internal organization are inspired: a) by the principles of democracy and equality of all the members, with the provision of the electivity and gratuity of the associative offices, except for the exceptions to this provision sanctioned by the Ministry of Social Solidarity, having heard the 'National Observatory pursuant to art. 11 of Law 383/2000; b) the mandatory preparation of the financial statements and the method of its approval by the statutory bodies; c) the prevalence of the voluntary, personal, free and gratuitous services of its members.

Article 5 - Members 

All persons, companies, bodies and organizations, with or without legal personality, who request it by declaring that they share the social purposes can be admitted to join the Association. The request is considered accepted if the Governing Council does not reject it for serious reasons which must be communicated to the applicant within thirty days from the date of presentation. At the same time as submitting the application, the Member must pay the membership fee approved by the Board of Directors. For the social years following that of admission, the obligation to pay the membership fee approved by the Board of Directors must be fulfilled by 31 March.

The loss of membership can occur due to arrears, non-compliance with statutory and regulatory provisions, when in any way moral or material damage is caused to the Association, due to incorrect behaviour. Expulsions will be decided by the Governing Council without notice and with immediate effect.

Any limitation to the associative relationship is excluded, both in function of the temporary nature of the participation in the associative life and in function of the different qualification of founding or ordinary member. Moreover, participation cannot be conditioned or linked to the ownership of shares or quotas of a patrimonial nature.

Members are divided into the following categories:

• Founding members: are those who promoted the establishment of the Association; this title will remain for the entire existence of the Association or at least until its dissolution or by the express will of the member who wishes to renounce membership. The founding members have the right to participate and vote in the assemblies and have the right to stand as candidates for corporate positions.
• Ordinary members: anyone who shares the goals, spirit and ideals of the association becomes an ordinary member and has made a specific request. Ordinary members, like the founding members, have the right to participate and vote in the assemblies and have the right to stand as candidates for corporate positions.

The founding members and the ordinary members can be collective members.

Collective members are all the associations, organizations or institutions that ask to join the Association. The membership application must be accompanied by a description of the activities carried out (and by the statute, if any). Each collective member can be represented, in addition to his own legal representative, also by his own delegate, to be indicated at the time of joining. When participating in the shareholders' meeting, the collective member's delegate casts a single vote.

Art. 6 – Rights of shareholders

All collective members, through their delegates, and adult natural person members have the right to participate and vote in the assemblies and have the right to stand as candidates for corporate offices.

Membership of the Association entails:

• the right to use the registered office and its infrastructures making proper use of them;
• the payment of the membership fee and, for the various activities and services, of the related contributions;
• maintain relations of respect with the other members and bodies of the Association. The member may withdraw from the Association at any time by giving written notice to the Board of Directors.

Art. 7 – Forfeiture of members

Membership is not temporary and lasts until it is lost for one of the following reasons:

1. due to the death of the shareholder;
2. by withdrawal, which must be exercised with a written declaration presented to the Board of Directors;
3. for arrears of more than 12 months in the payment of membership fees;
4. by deliberate exclusion by the Board of Directors against the member who has carried out dishonorable actions or in any case capable of causing serious prejudice to the good name of the Association or to the pursuit of the social purpose, as well as in the other cases foreseen by the Statute;

The member who for any reason has ceased to belong to the Association cannot ask for the restitution of the shares paid and has no right to the assets of the Association. The membership fee is not transferable and cannot be revalued.

Art. 8 – Corporate bodies

The bodies of the Association are:

• the General Assembly of members;
• President;
• the Board of Directors;
• the Board of Auditors (if appointed);
• The Board of Arbitrators (if appointed).

Art. 9 – Honorary positions

• The Board of Directors has the right to award the office of "Honorary President" to those personalities who have particularly distinguished themselves in the area of innovation. Persons invested with this office do not acquire the status of member of the Association, are therefore not required to pay dues and do not have the right to participate in meetings. They carry out a task of representation and testimony outside the image of the Association and contribute to the achievement of the social purpose through proactive actions and the release of never binding opinions.

Art. 10 – Functioning of the shareholders' meeting

The General Assembly of members is the highest decision-making body of the Association and is convened in ordinary and extraordinary sessions. 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.

L'Assembly it is made up of all members in good standing with the payment of membership fees and not subject to disciplinary measures; each of them is entitled to a single vote regardless of the amount of membership fees paid. Each member cannot represent more than five members by written proxy.

The Assembly meets at least once a year by 30 June to discuss and deliberate on the final and budgetary balance sheet and on the report of the Board of Directors regarding the activity, also of a non-financial nature, carried out by the Association in the previous period.

The assembly may also be convened, in extraordinary session:

1. by decision of the Board of Directors;
2. at the request of many members representing at least one third of the members.

Participation in the Shareholders' Meeting can also be carried out via video conference, in accordance with the provisions of the specific regulation.

It is the task of the Assembly:

1. determine the general lines of the Association's activity;
2. approve the annual budget and final accounts;
3. elect, according to the provisions of this Statute, the President, the Vice-President, the Secretary, the Treasurer and the other members of the Board of Directors. The President must have been a member for at least 12 months. In no case can more members of the same association/organization be elected to the Board of Directors;
4. approve the amendments to be made to the Articles of Association, when these have been previously placed on the agenda,
5. deliberate the dissolution of the Association.

The Assembly must be convened at the headquarters of the Association or, in any case, in a suitable place to guarantee the maximum participation of the members.

The Assemblies are chaired by the President or, in the event of his absence or impediment, by the Vice-President or, in his absence, by another member of the Board of Directors attending the Assembly and chosen by the majority of those present.

The Assembly appoints a Secretary and, if necessary, two tellers. In the Assembly with an elective function in relation to the designation of corporate offices, it is forbidden to appoint candidates for the same offices among the subjects with scrutineer functions.

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.

The rules for the election of corporate offices and in general for the functioning of the Assembly can be specified in specific regulations approved by the Assembly.

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.

Art. 11 – 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.

The Extraordinary Assembly on first call is validly constituted when the absolute majority of members with the right to vote is present and resolves with the favorable vote of two thirds of those present. Each shareholder has the right to one vote.

the Ordinary Assembly will be validly constituted on second call regardless of the number of members present and resolves with the favorable vote of the majority of those present.

The Extraordinary Assembly on second call is validly constituted when the absolute majority of members with the right to vote is present and resolves with the favorable vote of the majority of those present.

The second call of the meetings must be fixed at least twenty-four hours after the first call.

Art. 12 – Ordinary Assembly

The Assembly must be convened by the President by means of a notice containing the indication of the day, time and place of the meeting and the list of matters to be discussed, sent via email to the members at least 15 days before the date of the meeting. The notice of convocation, in addition to the method of convocation by email, will be published on the institutional website of the Association.

The Assembly must be convened by the Board of Directors and convened by the President, at least once by 30 June of each year for the approval of the final budget.

It is up to the Ordinary Assembly to decide on the guidelines and general directives of the Association as well as on:

1. the approval of the final balances and estimates for each year;
2. the approval of internal regulations;
3. the appointment of the President, the Vice-President, the Secretary, the Treasurer and the other members of the Board of Directors;
4. the possible appointment of members of the Board of Auditors;
5. the possible appointment of the members of the Board of Arbitrators.
6. to all matters pertaining to the life and relations of the Association which do not fall within the competence of the Extraordinary Assembly or which are submitted to its examination by the Board of Directors.

Art. 13 – Extraordinary assembly

The Extraordinary Assembly must be convened by the President by means of a notice containing the indication of the day, time and place of the meeting and the list of matters to be discussed, sent via email to the members at least 15 days before the date of the meeting

The Extraordinary Shareholders' Meeting resolves on the following matters:

1. approval and adaptation of the by-laws;
2. establishment of branch offices, delegations, offices and representations in each locality;
3. dissolution of the Association and methods of liquidation;
4. The extraordinary shareholders' meeting may decide to modify the legal status if this is deemed appropriate for the expansion and reorganization of the statutory activities.

Art. 14 – Governing Council

The Board of Directors is made up of a minimum number of three and a maximum of twenty-one members. All company assignments are understood to be free of charge, however reimbursements of expenses and fees may be recognized to those who carry out a specific professional, technical, organizational or administrative role in the context of company activities and in any case within the limits of the regulations in force. The Board of Directors remains in office for two years and its members can be re-elected.

Only members in good standing with the payment of membership fees, who are of age and who do not hold the same office in other companies or associations operating in the same field 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 1/3 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.

For their validity, the resolutions of the board must be recorded in minutes 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.

Art. 15 – Duties of the Governing Council 

The tasks of the Board of Directors are:

1. deliberate on the rejection of membership applications;
2. draw up the economic and financial report and the budget to be submitted to the Assembly;
3. establish the annual membership fees;
4. convene shareholders' meetings;
5. draw up any internal regulations relating to the company's activity to be submitted to the approval of the shareholders' meeting;
6. implement the purposes set out in the statute and the resolutions taken by the shareholders' meeting;
7. define the strategic lines of action within which the Operational Coordination must identify the specific initiatives;
8. approve the annual plan of initiatives proposed by the Operational Coordination;
9. promote the Association in the various political, social, cultural, artistic and economic fields.

Art. 16 – The Executive Committee and the managing directors

The functions of the Board of Directors pursuant to art. 15 of this statute may be delegated, in whole or in part, to individual directors (managing directors) or to a collegial body (executive committee), without prejudice to the responsibility of the Board of Directors towards the Members' Assembly for its own competences. The Managing Directors and the Executive Committee may at any time be deprived of their delegation and, in any case, in the event of divergences and/or conflicts, the decisions of the Board of Directors always prevail over those of the Managing Directors and the Executive Committee.

Art. 17 – The President, the Vice President, the Secretary and the Treasurer

The President has the legal representation and powers of signature of the Association and takes care of the execution of the resolutions of the Board of Directors and of the Assembly of members.

In the event of his absence or impediment, duly certified, he is replaced by the Vice-President or by the most senior councillor. The Secretary takes care of the keeping and conservation of the corporate books. The Treasurer takes care of the cash and accounting records.

Art. 18 – Resignation

If during the course of the financial year one or more directors who do not exceed half of the board are missing, the remaining directors can proceed with their appointment by co-optation. The co-opted directors remain in office until the next date of approval of the financial statements. On that occasion, the Assembly will appoint the missing directors, who will remain in office until the expiry of the mandate of the Board of Directors.

In the event of resignation or duly certified impediment by the President of the Board of Directors to perform his duties, the relative 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 Ordinary 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 former Executive Council under the prorogatio regime.

Art. 19 – The Board of Auditors

The Board of Auditors, if appointed, is made up of three Members elected by the Assembly outside the members of the Board of Directors and remains in office for four years. It is his duty to verify the formal and substantial regularity of the accounts every six months. A specific report is drawn up of the verification to be attached to the final balance sheet. The assignment is understood to be carried out free of charge, except for the reimbursement of analytically documented expenses relating to the performance of the assignment.

Art. 20 – The Board of Arbitrators

The Board of Arbitrators, if appointed, is made up of three Members elected by the Assembly and remains in office for four years. It is his duty to verify compliance with the statutory and regulatory provisions of the Association and decides unquestionably on matters concerning the associative relationship and the conflicts between the corporate bodies and between these and the Members. The assignment is understood to be carried out free of charge, except for the reimbursement of analytically documented expenses relating to the performance of the assignment.

Art. 21 – Report

The Board of Directors draws up the financial statements of the Association, to be submitted to the approval of the Assembly. The final balance must inform about the overall economic-financial situation of the Association.

The final balance 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 budget back to the agenda, a copy of the budget itself must be made available to all members.

Art. 22 – Social year

The fiscal year begins on January 1st and ends on December 31st of each year.

Art. 23 – Economic resources

The economic resources of the Association consist 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;
• other income compatible with the social purposes of social promotion associations.

Art. 24 – Heritage

The assets of the Association consist of:

1. all movable and immovable property owned by the Association, also following successions, bequests and donations.

It is forbidden to distribute, even indirectly, profits or operating surpluses, as well as funds or reserves or capital during the life of the Association. Any operating surplus will be allocated to institutional activities envisaged by the statute or in any case used for purposes of social utility.

Art. 25 – Arbitration clause

Any disputes between the members and between them and the Association or its bodies will be submitted to the judgment of an Arbitration Board made up of three members, founding or ordinary members of the Association, which judges without appeal and definitively and without particular ritual prescriptions . The members of the Arbitration Board are respectively designated one by each of the parties in dispute and the third, who assumes the role of President, by the first two arbitrators or in case of disagreement by the President of the Court. The resolution of the Arbitration Board binds all the members and the Association and its bodies, renouncing the contracting parties as of now to any contestation of the arbitration award.

Art. 26 – Dissolution

The dissolution of the Association is decided by the General Assembly of the members, convened in extraordinary session. The Assembly, upon dissolution of the Association, will appoint one or more liquidators. The remaining assets will be donated to entities or associations pursuing the same aims of the Association or for purposes of social utility, having heard the control body referred to in Article 3, paragraph 190 of Law 662/96, unless otherwise provided subsequently imposed by law.

Art. 27 – Referral rules

The Association explicitly provides for the obligation to comply with the rules and directives of the social promotion body which the association will decide to adhere to. For anything not covered by this statute, reference is made to the provisions set out in articles 36 and following of the civil code and to the regulations in force regarding associations as applicable, with particular reference to law 460/1997.