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ARTICLES OF ASSOCIATION

A.I.S.Re – ITALIAN ASSOCIATION OF REGIONAL SCIENCE APS

(approved by the Extraordinary General Meeting of 11 March 2026)

1.      Establishment

An association with no profit-making purpose, of a scientific and cultural nature, is hereby established in accordance with the Italian Constitution, the Italian Civil Code and Legislative Decree No. 117 of 3 July 2017, as subsequently amended and supplemented, the “Third Sector Code” (hereinafter, the “Code”), under the name: “A.I.S.Re – ASSOCIAZIONE ITALIANA DI SCIENZE REGIONALI APS”, abbreviated as “AISRe APS”, hereinafter simply referred to as the “Association”.

The Association is a member of the European Regional Science Association (ERSA) and the Regional Science Association International (RSAI), of which it constitutes the Italian section.

The Association is established and organised in the form of an Associazione di Promozione Sociale (APS), i.e. a social promotion association, pursuant to Article 35 et seq. of Legislative Decree No. 117 of 3 July 2017.

These Statutes set out the general principles and rules governing the internal functioning of the Association, based on the principles of democracy and equal rights of all members, with provision for the election of the Association’s governing bodies.

2.      Registered Office and Duration

The Association has its registered office in the Municipality of Milan and may establish operational offices in Italy. By resolution of the Board of Directors, the registered office may be transferred within the same city, and branch offices and local sections may also be established.

The duration of the Association is unlimited. The Association shall be dissolved in the cases provided for by Italian law and by these Statutes, by resolution of the Extraordinary General Meeting with the majority required under Article 19.

3.      Objectives and Purposes

The Association is established for the non-profit pursuit of civic, solidarity-based and socially beneficial purposes through the exclusive or principal performance of activities of general interest for the benefit of its members, persons belonging to member entities, or third parties, on a non-profit basis and in full respect of the freedom and dignity of its members, relying predominantly on the voluntary activities of its members.

The Association has scientific, cultural, educational and social purposes aimed at promoting, supporting and coordinating studies, research and debates concerning Regional Science. The Association’s mission is to develop and represent the national scientific community that identifies with Regional Science before partners and stakeholders such as Ministries, universities and research institutions, the industrial and business community, and the international scientific community.

4.      Activities

In order to achieve the aforementioned purposes, and with the aim of supporting the autonomous initiative of the community that contributes to the pursuit of the common good, the Association intends, pursuant to Article 5 of the Code, to carry out, on an exclusive or principal basis and in accordance with the specific rules governing their performance, one or more activities of general interest, namely:

  • education and cultural activities of social interest, as provided for under Article 5, paragraph 1, letter d) of Legislative Decree No. 117/2017;
  • university and post-university education, as provided for under Article 5, paragraph 1, letter g) of Legislative Decree No. 117/2017;
  • scientific research of particular social interest, as provided for under Article 5, paragraph 1, letter h) of Legislative Decree No. 117/2017;
  • organisation and management of cultural activities of social interest, as provided for under Article 5, paragraph 1, letter i) of Legislative Decree No. 117/2017;
  • charitable activities, including the provision of money, goods or services in support of disadvantaged persons or of activities of general interest pursuant to this Article, as provided for under Article 5, paragraph 1, letter u) of Legislative Decree No. 117/2017.

By way of example and without limitation, within the scope of its activities of general interest, the Association intends to carry out the following activities:

  • promoting and encouraging the dissemination and teaching of Regional Science in Italy;
  • promoting the circulation of ideas and research activities concerning regional issues that employ tools, methods and technical frameworks specifically developed for regional analysis, as well as the adaptation of concepts, procedures and analytical techniques belonging to other scientific disciplines;
  • working towards recognition of the role and professional qualifications of persons working in the field of Regional Science;
  • fostering the exchange of information and national and international relations among scholars and institutions engaged in this field of study, as well as cooperation with related scientific associations;
  • promoting specific scientific and technical publications on Regional Science;
  • promoting a Conference, generally to be held annually, as well as national and international congresses and meetings on Regional Science;
  • stimulating research in the field, including through joint projects and through the establishment of scholarships and study awards;
  • promoting Italian participation in international initiatives in the field;
  • promoting contacts with national or international associations having related interests;
  • establishing permanent specialist groups or groups established for specific purposes;
  • establishing local sections.

 

For the achievement of its purposes, the Association undertakes to promote the use of every means of dissemination, including the press, radio and television, as well as digital and other information technology tools, and the distribution of printed materials and publications (booklets, books and periodicals), whether printed or published by the Association itself or by third parties, by post, as necessary to raise public awareness and encourage adherence to the purposes pursued by the Association.

The Association may also carry out activities other than those of general interest, provided that such activities are instrumental and secondary to the activities of general interest, pursuant to and within the limits established by Article 6 of the Code. Such activities may be identified by resolution of the Board of Directors. If the Association carries out such other activities, the Board of Directors shall certify their secondary and instrumental nature in the financial statements pursuant to Article 13, paragraph 6, of the Code.

The Association may also carry out fundraising activities for the purpose of financing activities of general interest, in any form, including on an organised and continuous basis, through appeals to the public or through the transfer or provision of goods or services of modest value, using its own and third-party resources, including volunteers and employees, in compliance with applicable legislation.

5.      Methods of Carrying Out Activities

The activities referred to in the preceding Article shall be carried out by the Association for the benefit of its members, persons belonging to member entities, or third parties, relying predominantly on the voluntary activities of its members.

Voluntary activities may not be remunerated in any manner whatsoever, including by the beneficiary. Volunteers may be reimbursed by the Association through which they carry out their activities solely for expenses that have been authorised in advance, actually incurred and documented, within the maximum limits and under the conditions established in advance by the Association’s General Meeting of Members. Flat-rate reimbursement of expenses is prohibited in all cases. Expenses incurred by a volunteer may also be reimbursed on the basis of a self-certification made pursuant to Article 46 of Presidential Decree No. 445/2000, provided that they do not exceed the amount established by the competent Association body, which shall determine the types of expenses and volunteer activities for which this method of reimbursement is permitted, in accordance with Article 17 of the Code.

Volunteer status is incompatible with any form of subordinate or self-employed employment relationship and with any other remunerated employment relationship with the Association of which the volunteer is a member or through which the volunteer carries out his or her voluntary activities.

The Association may make use of self-employed, employed or other forms of labour, including that of its own members, without prejudice to the provisions of Article 17, paragraph 5, of the Code, only where this is necessary for the performance of activities of general interest and the pursuit of its purposes. In any event, the number of workers engaged in such activities may not exceed fifty per cent of the number of volunteers or twenty per cent of the number of members, without prejudice to compliance with Article 35, paragraph 1, of the Code concerning the predominance of the voluntary activities of members or persons belonging to member entities.

6.      Assets

The assets of the Association consist of:

  • the initial contributions of the members who participated in its establishment, expressly allocated to form part of the assets;
  • movable and immovable, tangible and intangible assets owned by the Association;
  • reserve funds established from operating surpluses;
  • grants, donations and bequests expressly allocated to the assets;
  • contributions subject to restrictions imposed by the donor or by resolution of the administrative body.

The Association’s revenues consist of:

  • membership fees and contributions;
  • inheritances, donations and legacies not expressly allocated to the assets;
  • contributions from the State, regions, local authorities, public bodies or institutions, the European Union and international organisations, as well as from individuals, including contributions intended to support specific programmes carried out within the scope of the Association’s institutional purposes;
  • contributions provided by public administrations for the performance of activities, including activities carried out under agreements or accreditation arrangements;
  • proceeds from the sale of goods and provision of services to members and third parties through activities of general interest, fundraising activities and the other activities referred to in the preceding Article;
  • voluntary contributions from members and third parties, including through public fundraising campaigns;
  • other revenues compatible with the provisions of Legislative Decree No. 117 of 3 July 2017.

 

The Association may not distribute, even indirectly, profits and/or operating surpluses, nor funds or reserves, however denominated, to founders, members, workers and collaborators, directors or other members of the Association’s bodies, including in the event of withdrawal or in any other case of individual termination of the membership relationship.

The Association is required to use its assets, including any revenues, income, proceeds or receipts, however denominated, for the performance of its statutory activities for the exclusive pursuit of civic, solidarity-based and socially beneficial purposes.

7.      Financial Year

The financial year shall commence on 1 July and end on 30 June of each year.

By 31 October of each year, the Board of Directors shall approve the annual financial statements, consisting of the balance sheet, the management report and the mission report, or the cash-flow statement in the cases provided for by Legislative Decree No. 117/2017, to be submitted to the General Meeting of Members for final approval.

The financial statements shall be filed with the National Single Register of the Third Sector (Registro Unico Nazionale del Terzo Settore – RUNTS) within the deadlines set out in Article 48, paragraph 3, of the Code.

The administrative body shall document the secondary and instrumental nature of the other activities in the annual financial statements.

Where deemed appropriate by the Board of Directors or where the legal requirements are met, the Board of Directors shall prepare the social report, to be submitted to the General Meeting of Members for final approval within the same deadlines applicable to the financial statements.

8.      Members

The number of members of the Association is unlimited.

All individuals who share the objectives and purposes of the organisation and voluntarily undertake to contribute to their implementation may become “Individual Members” of the Association.

Other social promotion associations, as well as other non-profit entities or legal persons that share the objectives and purposes of the organisation and voluntarily undertake to contribute to their implementation, may become “Collective Members”, subject to the limitations set forth in Article 35 of Legislative Decree No. 117/2017.

Membership of the Association is for an indefinite period, without prejudice to the right of withdrawal referred to in Article 9.

Should the number of members fall below the threshold provided for by Article 35, paragraph 1, of the Code, the provisions of Article 35, paragraph 2, of the Code shall apply.

All members, whether Individual or Collective Members, shall have one vote, provided that they are up to date with payment of their membership fees.

9.      Criteria for Admission and Exclusion of Members

Admission of a new member shall be governed by non-discriminatory criteria based on gender, ethnicity, race, culture, political views or religion.

Admission shall be decided by the Board of Directors according to a specific procedure, including the applicant’s undertaking to comply with these Statutes and with any regulations and resolutions adopted by the Association’s bodies.

Applications for membership submitted by other Third Sector entities or non-profit entities must be signed by their respective legal representative and must designate a delegate to represent them within the Association. The Board of Directors shall decide whether to admit or reject the application at its first available meeting following submission of the application.

An appeal may be lodged with the General Meeting of Members against any rejection of an application. Such rejection must always be reasoned and communicated to the applicant within 60 days of the date of the relevant resolution.

An appeal to the General Meeting of Members may be lodged within 60 days of receipt of the relevant communication.

The Board of Directors shall notify applicants of their admission and shall enter new members in the register of members after they have paid the membership fee established by the General Meeting.

Upon entry of new members in the register of members, the applicant shall, for all legal and other purposes, acquire membership status, which is non-transferable.

Membership status shall be lost by withdrawal or exclusion. Notice of withdrawal must be submitted in writing to the Board of Directors, including by email. The exclusion of a member shall be resolved by the General Meeting of Members upon proposal by the Board of Directors, after the member has been notified in writing of the allegations against him or her and has been given the opportunity to respond. Exclusion shall be resolved in respect of a member who:

  • fails to comply with these Statutes, any applicable regulations or resolutions lawfully adopted by the Association’s bodies;
  • fails to pay the annual membership fee in accordance with the procedures established by the Board of Directors;
  • engages in activities contrary to the interests of the Association;
  • in any manner causes serious harm, including moral harm, to the Association.

Exclusion shall take effect upon entry in the register of members. Loss of membership status shall automatically entail removal from any office held both within the Association and externally by appointment or delegation.

A member who has withdrawn or been excluded shall remain bound by obligations undertaken up to the time at which the withdrawal or exclusion takes effect.

In all cases of termination of the membership relationship, the member or his or her heirs shall have no right to reimbursement of the annual membership fee paid, nor any right to the Association’s assets.

10.  Rights and Duties of Members

All members shall enjoy the same rights and duties with regard to participation in the life and activities of the Association. All members shall have one vote, provided that they are up to date with payment of their membership fees.

Members shall have the right:

  • to participate in all activities promoted by the Association, receiving relevant information and having the right to exercise oversight, within the limits and according to the procedures established by applicable legislation, these Statutes and any Association regulations;
  • to elect the governing bodies and to stand for election to such bodies;
  • to participate in General Meetings and cast their vote on the items on the agenda;
  • to consult the Association’s corporate records by submitting a written request to the Board of Directors.

Members shall be required:

  • to comply with the Statutes, regulations and resolutions adopted by the Association’s bodies;
  • to maintain conduct that is not contrary to the interests of the Association;
  • to pay the membership fee within the prescribed deadlines.

11.  Membership Fee

Members shall pay the membership fee in the amount and by the dates established annually by the Board of Directors. The membership fee is non-transferable and non-refundable.

Membership of the Association does not entail any obligation to provide funding or make additional payments beyond the payment referred to above; however, members may make additional contributions in excess of the annual membership fee.

12.  Bodies of the Association

The bodies of the Association are:

  • the General Meeting of Members;
  • the Board of Directors;
  • the President, Secretary and Treasurer;
  • the Supervisory Body, if appointed.

13.  General Meeting of Members – Composition and Minutes

The General Meeting of Members is the supreme body of the Association, governs its activities and consists of all members.

The General Meeting may be ordinary or extraordinary. A General Meeting convened to amend the Statutes or to dissolve, merge, split or transform the Association shall be extraordinary; in all other cases it shall be ordinary.

The General Meeting shall be convened by the President and must also be convened whenever the Board of Directors considers it necessary or when a reasoned request is submitted by at least one tenth (1/10) of the members entitled to vote.

Notice shall be given in writing, including electronically, at least 8 (eight) days in advance and shall contain the agenda, venue, date and time of the first and second calls. The second call must take place on a different day.

In cases of particular urgency, the General Meeting may be convened by email with confirmation of receipt or by certified electronic mail (PEC) at least 3 (three) days before the meeting.

In the absence of formal notice or where the notice period has not been complied with, meetings shall nevertheless be valid if all members, all members of the Board of Directors and all members of the Supervisory Body, where appointed, participate.

Both ordinary and extraordinary General Meetings shall be chaired by the President or, if the President is unable to do so, by the Secretary, or by another member specifically elected for this purpose by the General Meeting. Where necessary, the General Meeting may elect a secretary. Resolutions adopted by the General Meeting shall be binding upon all members, including those absent or dissenting. The discussions and resolutions of the General Meeting shall be recorded in minutes prepared by a member of the General Meeting specifically elected for this purpose or by the secretary, who shall sign them together with the President.

All members who are up to date with payment of the annual membership fee shall be entitled to vote at General Meetings.

Each member shall have one vote and proxy voting shall not be permitted.

14.  Ordinary General Meeting

The Ordinary General Meeting shall constitute a valid meeting on first call when a majority of the members entitled to vote are present; on second call, regardless of the number of members present. In resolutions concerning approval of the financial statements and in matters concerning their liability, directors shall not vote.

Resolutions of the Ordinary General Meeting shall be valid when approved by a majority of the members present.

The General Meeting shall be convened at least once a year, within 120 days of the end of the financial year.

The functions of the Ordinary General Meeting are to:

  • approve the financial statements and the mission report pursuant to Article 13 of the Code;
  • determine the general guidelines of the Association;
  • elect and remove the members of the Board of Directors;
  • appoint and remove the person responsible for the statutory audit of the accounts, where applicable;
  • elect and remove the members of the Supervisory Body, where applicable;
  • resolve on the liability of members of the Association’s bodies and bring liability actions against them;
  • approve any regulations and amendments thereto;
  • resolve on the exclusion of members;
  • resolve on all other matters submitted to it by the Board of Directors and assigned to its competence by law, the deed of incorporation or the Statutes;
  • decide on appeals in the event of rejection of applications for admission of new members.

Resolutions of the General Meeting shall be communicated to the members and entered in the minutes book of the meetings and resolutions of the General Meeting, maintained by the Board of Directors.

General Meetings may be held by means of remote communication, subject to verification of the identity of the participants, provided that participants are able to view the documents under discussion, follow the debate, participate therein and cast their votes.

In such cases, it must be ensured that:

  • the President is able to verify the identity and entitlement of participants, regulate the proceedings of the meeting, and ascertain and announce the voting results;
  • the person responsible for drawing up the minutes is able to adequately perceive the events of the General Meeting to be recorded;
  • participants are able to take part in the discussion and vote simultaneously on the items on the agenda.

For the purposes of calculating attendance at both ordinary and extraordinary General Meetings, participants attending through remote communication means shall be taken into account.

15.  Extraordinary General Meeting

The Extraordinary General Meeting shall be held in accordance with the procedures set forth in Article 13. The Extraordinary General Meeting shall approve any amendments to these Statutes and resolutions concerning merger, split or transformation.

The Extraordinary General Meeting shall constitute a valid meeting on first call when a majority of the members entitled to vote are present, and on second call when at least three tenths of the members entitled to vote are present. The General Meeting shall adopt resolutions by an absolute majority of the votes validly cast.

A resolution to dissolve the Association and to transfer its assets shall in all cases require the favourable vote of at least three quarters of the members.

16.  Board of Directors

The Board of Directors shall consist of 12 (twelve) directors, chosen from among the members, and shall remain in office for three financial years. Article 2382 of the Italian Civil Code shall apply.

The Board of Directors shall elect from among its members, by an absolute majority of the votes, the President, Treasurer and Secretary.

The Treasurer shall be responsible for collecting revenues and paying the Association’s expenses and, generally, for all transactions involving an increase or decrease in the Association’s assets. The Treasurer shall maintain the cash book and all documents specifically relating to the functions entrusted to him or her by the Board of Directors.

The Secretary shall submit the Association’s programme of activities to the Board of Directors and implement it, maintaining appropriate contacts with the members.

In the event of death, resignation or any other cause resulting in the termination of office of an individual director, the Board shall remain in office with the remaining directors until the end of its term. If, as a result of such terminations, the Board consists of fewer than nine members, it shall be deemed to have ceased to hold office and shall convene the General Meeting for the renewal of the entire body.

Once their three-year term of office has ended, the President, Treasurer and Secretary of the outgoing Board of Directors may attend meetings of the new Board of Directors without voting rights.

All offices within the Association are unpaid. Directors may be reimbursed for expenses actually incurred and properly accounted for in connection with the performance of their duties and activities on behalf of the Association, up to the maximum amount established by the General Meeting of Members.

The Board of Directors is accountable to the General Meeting for operational management, implements the mandates and decisions of the General Meeting and has the broadest powers for the ordinary and extraordinary management of the Association, without prejudice to those powers that the law and the Statutes assign to the General Meeting. In particular, it shall:

  • approves the programme of activities to be submitted to the General Assembly;
  • implements all resolutions adopted by the General Assembly;
  • prepares and submits to the General Assembly the financial statements and the mission report pursuant to Article 13 of the Code;
  • decides on applications for new membership;
  • submits proposals for the exclusion of members to the General Assembly;
  • determines the amount of the annual membership fees;
  • determines the maximum reimbursement amounts payable to members carrying out voluntary activities. Such expenses must be duly documented in accordance with the procedures provided for in Article 5 of the Articles of Association;
  • approves the amount of remuneration for any paid services that may be required for the proper functioning of the Association’s activities;
  • decides on the undertaking and identification of any other activities pursuant to Article 4 of these Articles of Association;
  • may establish committees, composed of members or experts, including non-members, for the definition and practical implementation of specific programmes and projects;
  • decides on the acceptance of any donations, bequests and contributions;
  • prepares the implementing regulations governing the various activities of the Association;
  • organises the Association’s Annual Conference;
  • appoints the Local Organising Committees for the Association’s Annual Conference and other activities, the members of the Editorial Committees of the Association’s journals, and the editors of its publications.

The Board of Directors shall be chaired by the President or, in the President’s absence, by the Secretary or, in the absence of both, by a member elected for this purpose by the Board of Directors.

The Board of Directors shall be convened by the President at least four times a year and whenever there are matters requiring a resolution, or whenever a meeting is requested by at least one third of its members.

Notice of the meeting shall be given in writing, including by electronic/telematic means, at least 8 (eight) days in advance and shall specify the agenda, place, date and time of the meeting. In the absence of formal notice or where the notice period has not been complied with, meetings shall nevertheless be valid if all members of the Board of Directors and, where appointed, of the Supervisory Body participate. In cases of particular urgency, the Board of Directors may be convened by email sent at least 3 (three) days before the scheduled date. Meetings of the Board may be held by means of remote communication, subject to verification of the identity of the participants and provided that participants are able to view the documents under discussion, follow the proceedings, take part in the discussion and cast their votes.

In such cases, it shall be necessary to ensure that:

  • the President is able to verify the identity and authority of those participating, regulate the proceedings of the meeting, and ascertain and announce the results of the vote;
  • the person responsible for taking the minutes is able to adequately perceive the proceedings of the meeting to be recorded;
  • participants are able to take part in the discussion and vote simultaneously on the items on the agenda.

 

The minutes of meetings of the Board of Directors, prepared by the Secretary and signed by the Secretary and by the person who chaired the meeting, shall be entered in the Book of Minutes of Meetings and Resolutions of the Board of Directors, maintained by the Board itself.

For resolutions to be valid, a majority of the members of the Board of Directors must be effectively present. Resolutions shall be adopted by a majority of those present; in the event of a tie, the President shall have the casting vote.

For the purposes of calculating attendance and votes, members participating by teleconference shall also be taken into account. The power of representation granted to the directors shall be general. Limitations on the power of representation shall not be enforceable against third parties unless they are entered in the National Register of Third Sector Entities or unless it is proven that the third parties were aware of such limitations.

17.  President

The President shall be elected by and from among the members of the Board of Directors. The President shall have legal representation of the Association vis-à-vis third parties and in legal proceedings; shall ensure the implementation of the resolutions of the Board of Directors; shall oversee all activities of the Association; shall convene and chair meetings of the Board of Directors, for whose activities the President shall be accountable to the General Assembly; and shall convene the General Assembly of members.

In the event of absence or incapacity, the President’s functions shall be exercised by the Secretary.

In cases of urgency, the President may exercise the powers of the Board of Directors and adopt the necessary measures, while simultaneously convening the Board for their approval. Urgent measures adopted by the President shall be mandatorily reviewed by the Board of Directors at its first subsequent meeting.

18.  Supervisory Body

Where deemed necessary and, in any event, in the cases required by law pursuant to Article 30 of the Code, the General Assembly shall appoint a Supervisory Body, which may consist of a single member, in accordance with the arrangements established by the General Assembly at the time of appointment.

Article 2399 of the Italian Civil Code shall apply to the members of the Supervisory Body. Members of the Supervisory Body shall be selected from among the categories of persons referred to in Article 2397, paragraph 2, of the Italian Civil Code. In the case of a collegiate Supervisory Body, the above requirements shall be met by at least one of its members.

The Supervisory Body shall oversee compliance with the law and the Articles of Association and adherence to the principles of proper administration, including with regard to the provisions of Legislative Decree No. 231 of 8 June 2001, where applicable, as well as the adequacy of the organisational, administrative and accounting structure and its effective functioning. Where the thresholds set out in Article 31, paragraph 1, of the Code are exceeded, it may also carry out the statutory audit of the accounts.

In such cases, the Supervisory Body shall consist of statutory auditors registered in the relevant register.

The Supervisory Body shall also monitor compliance with the Association’s civic, solidarity-based and socially useful purposes, with particular regard to the provisions of Articles 5, 6, 7 and 8 of the Code, and shall certify that the social report has been prepared in accordance with the guidelines referred to in Article 14 of the Code. The social report shall provide an account of the results of the monitoring carried out by the Supervisory Body.

The Supervisory Body shall remain in office for 3 (three) years and may be reappointed within the limits established by law.

The members of the Supervisory Body may, at any time and individually, carry out inspections and checks and, for this purpose, may request information from the directors concerning the progress of the Association’s operations or specific matters.

19.  Dissolution

The Extraordinary General Assembly may decide to dissolve the Association by a favourable vote of at least three quarters of the members entitled to vote. In the event of dissolution of the Association for any reason, the General Assembly shall appoint one or more liquidators and determine the procedures for the liquidation of the Association’s assets and their distribution, subject to the provisions of the following paragraph.

In the event of dissolution, termination or extinction of the Association, its remaining assets shall, subject to the favourable opinion of the office referred to in Article 45, paragraph 1, of the Code, as subsequently amended or supplemented, and unless otherwise required by law, be transferred to other Third Sector Entities operating in the same or a similar sector, to be identified by the resolution concerning the dissolution.

20.  Final Provisions

For all matters not expressly provided for in these Articles of Association, the legislation currently in force concerning social promotion associations and Third Sector Entities (Legislative Decree No. 117/2017, as subsequently amended and supplemented) shall apply, as well as, insofar as compatible, the provisions of the Italian Civil Code.