DENOMINATION – LOCATION – PURPOSE
The association, with an unlimited duration, named Gruppo del Colore – Associazione Italiana Colore, is founded . The association has legal head office in via Boscovich 31, Milan (Italy)
The association is a scientific-cultural non-profit entity that aims to promote science and culture regarding Color, Light and the technical-scientific, cultural and the related professional fields r. The association want to spread scientific, technologic, cultural and applicative knowledge of the cited disciplines and to support in national and international contest matters of common interest between members.
To pursue the social aims, the association can perform whatever activity that the Association Bodies believe opportune, in respect of the law and the present statute and internal regulation.
In particular, the association wants to promote conferences, meetings, cultural and scientific discussions, to patronize/organize courses, internships, coordinate the participation to scientific-cultural activities of national and international groups that pursue the same objectives.
The association is composed by active members and honorary members. Active members can be Individual or Corporate ifthey are physical persons or association/company. Persons that reach an eminent position in the fields of interest of theassociation can be proclaimed Honorary members as described later in Art.7.
To join the association, it is mandatory to send a request to the President; acceptance is subordinate to the approval of the Presidential Council, on the basis of a declared interest to the association aims. Active members contract an annual commitment, based on the solar year, renewed by the modes described in the internal regulation. Members have to pay the annual fee in the methods, timings and amount decided by the Presidential Council, otherwise they cease to be members.
The title of Supporting member (individual or corporate) goes to members that pay the supplementary fee established by thePresidential Council. Supporting members have the same rights and duties of active members.
Honorary members can be proposed by the Presidential Council and nominated with the approval of the Members Assembly.Honorary members can be persons or entities, Italian or not, who provided a great contribution on the diffusion of Color, Lightand/or similar fields, or had particular merits to the Association. Honorary members have the same rights and duties as theregular members, but they are exonerated from the payment of the annual fee and do not participate to the passive electoratefor the election of Presidential Council.
Members undertake to observe the provisions of this Statute, as well as all the resolutions that the bodies of the Associationdeem it appropriate to regulate the activities of the Association. The Presidential Council may propose revocation of themembership (of any category) if the activity of the member becomes incompatible with the interests of the Association. Therevocation shall be ratified by the Assembly.
Members residing in the same region, in a total of no less than fifteen, can be a Territorial Delegation of the Association, asdescribed by the Rules of Procedure of the Association.
Members fees are not transferable and not adjustable.
Active members and Honorary members can:
– Attend (with right of vote) to the Association meetings;
– Participate to the election of the Presidential Council;
– Attend with special rates (decided by the Presidential Council), to all the national and international events organized by theAssociation.
BODIES OF THE ASSOCIATION
The bodies of the association are:
a) the Members assembly;
b) the Presidential Council;
c) the President;
d) the Vice President;
e) the Past President;
f) the Secretary;
g) the Treasurer;
h) the Board of Auditors;
i) the Arbitration Committee;
l) the Electoral Commission.
The Members Assembly is composed by all the members who have paid the yearly membership fee. A corporate member canbe represented in the assembly by a delegate who can express a single vote.
An Ordinary Assembly Meeting is called by the Presidential Council at least one time per year by a written convocation, sent in digital form to all members at least 30 days before the date fixed, for:
– approval, after consultation with the Board of Auditors (ART. 17), of the annual financial balance of the Association;
– the eventual renewal of the Bodies of the Association;
– discussion on scientific issues related to the Association’s activity, following the order of the day previously established by the Presidential Council.
An Extraordinary Assembly Meeting can be called by the Presidential Council at any time, and it must be called by written request of at least one tenth of the regular members; such request must contain an indication of the arguments to discuss. The call, in the same modalities used for the Ordinary Assembly Meeting, must be sent within 30 days from the date of receipt of the request of members. In any case, the notification letter must contain the order of the day of the meeting.
The Assembly Meeting (ordinary or extraordinary) may be held also in electronic form, or in physical and electronic mixed form, in the manners prescribed by the internal regulation.
Any member can be represented in the Assembly Meeting by another member, if such person is physically present at the meeting; each member present physically cannot receive more than three proxies (in written form). Members that attend in electronic form cannot receive proxies from other members.
The Assembly Meeting is chaired by the President of the Association or, in his absence, by the Vice-President. In the absence of both, the Assembly Meeting is chaired by the most senior in age among those present. The assembly nominates the secretary of the meeting on proposal of the President. The secretary must verify the validity of the proxies and the right to attend the meeting. The Assembly Meeting, in first convocation, is valid if at least half of the regular members are present (physically, by proxy or electronically). Otherwise, after one hour from the first convocation the Assembly Meeting is automatically reunited in a second convocation ad is valid no matter the number of the present members. The deliberations of the assembly are approved by vote with the absolute majority of the vote cast, except of the dispositions of ART. 21 and 22 of the present statute. Minutes of the Assembly meetings must be recorded and signed by the chairman and secretary of the Assembly.
The Presidential Council holds and administers the Association. It consists of 14 members elected by the Assembly as specified in the following ART.16. Past-President is member by right of the Presidential Council in addition to the elected members. The Presidential Council is held by the President (or by the Vice-President in his absence). The deliberations of the Council are taken by majority of votes and are valid when there are at least eight members of the Board, including thePresident or Vice-President. In case of draw vote, the vote of the person in charge has double value.
The President is the legal representative of the Association; supported by the Presidential Council, he must ensure that the decisions of the Assembly are executed; he must take all the initiatives to promote the development and strengthening of the Association. In absence (or temporary impediment) of the President, the charge is held by the Vice-President.
The Secretary, on the basis of the deliberation of the Presidential Council, take care of the needed tasks for the management of the Association. The Treasurer’s task is to take care of the financial administration of the Association, to provide thereceipts and to perform payments, and to prepare the financial balance. The roles of the President, Vice-President, Secretaryand Treasurer are specified in the internal regulation of the association.
The Members of the Presidential Council are elected from the Assembly among the members with the modalities described in the internal regulation. The members of the Presidential Council are appointed for three years. In case of resignation or permanent absence of a member of the Board, the first of the unelected gets the charge.
The President is elected by the Presidential Council among its members , with the modalities described in the internal regulation. In order to be elected as President a member must be regularly registered with the Association in the three previous years. The President remains in office until the end of the mandate of the Presidential Council and may be re-elected only once. At the end of his term of presidency, the President automatically becomes Past-President for one term of thePresidential Council and cannot run again for the presidency earlier than two terms from his last assignment as President.
In case of resignation or permanent absence of the President, the Presidential Council shall elect a new substitute – President, who shall remain in office until the end of the mandate of the Presidential Council.
The Vice-President is called by the President among the members of the Presidential Council and shall remain in office until the end of the mandate of the Presidential Council. In case of resignation or permanent absence of the Vice-President, the President shall appoint another Vice-President who will remain in office until the end of the mandate of the Presidential Council.
The Secretary and the Treasurer are elected by the members of the Presidential Council among the regular members (not Corporate), and shall hold office until the end of the mandate of the Presidential Council.
The Board of Auditors is composed of three members. These are called by the Presidential Council among the members oralso among external subjects of proven competence in the administrative-juridical field, if possible. The Board of Auditors shallverify the correctness of the financial balance and report to the Assembly Meeting on the financial situation of the Association.
ASSETS AND FISCAL YEAR
The incomes of the Association consist of:
a) membership fees;
b) contributions from the organization of events, including participation in them, or any other activities referred to in ART .3;
c) any other income that contributes to increase the social assets.
The assets consist of:
a) movable and immovable goods which will become the property of the Association;
b) grants, bequests, donations and everything else to be allocated to the assets itself.
It is forbidden to distribute, even indirectly, profits or surplus funds, reserves or capital during the life of the association, unlessthe use or distribution is required by law.
The fiscal year of the Association run from 1 January of each year to 31 December of the same year. Within two months of theend of the financial year the Treasurer shall prepare the final balance and submit it to the approval of the Presidential Council,which then submit it for examination of the Board of Auditors.
STATUTE AMENDMENTS AND DISSOLUTION OF THE ASSOCIATION
Resolutions to amend the Statute must be proposed by the Presidential Council at the Ordinary Assembly Meeting and requirethe favorable vote of at least 50% plus one of the regular Members.
The dissolution of the Association must be approved by the Assembly, by the favorable vote of at least three-fourths of theregular Members. The Assembly shall appoint one or more liquidators and decide on the transfer of the assets, which will beused for cultural and scientific purposes. Then, the Assembly will, if appropriate, appoint one or more liquidators of the assetsof the Association, which will necessarily be donated to another association with similar purposes or for the purposes of publicutility, in accordance with the inspection body referred to ‘Article 3, paragraph 190, of Law December 23, 1996, n. 662, unlessotherwise required by law.
The internal regulation, which establishes the norms for management of the Association not provided in this Statute, is prepared by the Presidential Council and submitted for approval to the Assembly. For the approval, the Internal Regulationrequires the affirmative vote of a majority plus one of those present to the Assembly.
Any possible dispute, between members and between members and the Association or any of its organs, will be submitted(with the exclusion of any other jurisdiction) to the jurisdiction of three members of the Arbitration Committee appointed by theAssembly, who hold office until the end of the mandate of the Presidential Council and are renewable. They will judge withoutformal procedures. For all matters not expressly provided here, reference is made to the law in force.