ARTICLES OF ASSOCIATION
TITLE I – NAME – REGISTERED OFFICE – PURPOSE
Art. 1 – With reference to art. 18 of the Italian Constitution, Art. 36, 37 and 38 of the Civil Code and the Legislative Decree of 4 December 1997 no. 460, the Association called “A.I.S.Re – Italian Association of Regional Sciences” is established.
The A.I.S.Re is a member of the European Regional Science Association (ERSA) and A.I.S.Re members are members of the Regional Science Association International (RSAI). The A.I.S.Re takes care of the collection and payment of the respective membership fees for both Associations.
Art. 2 – The Association has its registered office in Milan.
Art. 3 – The Association does not pursue profit-making purposes. The A.I.S.Re aims to develop the regional sciences, especially in Italy. To this end, inter alia the Association:
- promotes and encourages the dissemination and teaching of regional sciences in Italy;
- promotes the circulation of ideas and research activities on regional problems using tools, methods and technical schemes specifically developed for regional analyses, as well as the adaptation of concepts, procedures and analytical techniques typical of other sciences;
- works for the recognition of the role and professional qualification of those who work in the field of regional sciences;
- manages the exchange of information and national and international relations between scholars and organisations that cultivate this order of studies and cooperation with similar scientific associations;
- promotes specific scientific and technical publications on regional sciences;
- promotes a conference to be held annually, as well as congresses and meetings, at national and international level, on regional sciences.
TITLE II – MEMBERS
Art. 4 – Natural persons of adult age who apply for it, undertake to pursue the aims of the Association and to pay the annual amount of the membership fee, can be admitted to the Association as ‘Individual Members’.
With the approval of the Board of Directors, institutes, research centres, public or private bodies, companies and other bodies interested in regional, urban and local studies can be admitted to the Association as ‘collective members’. Each collective member, notifying the Secretary, appoints their own representative who holds the same rights as the individual member.
The procedures for admission to the Association are the same for both categories of members. They require that the application be in writing.
Art. 5 – Members are required to:
- pay the membership fee annually;
- collaborate in the pursuit of the associative purposes referred to in Art. 3 of these Articles of Association;
- maintain a conduct consonant with the purposes and interests of the Association.
Members are entitled to:
- participate in the ordinary and extraordinary General Meetings and cast their vote;
- participate in the Association’s initiatives;
- stand as a candidate for the elected bodies of the Association and serve in them, subject to the limitations set forth in Art. 18
- make use of the material supplied to the Association and enjoy the facilities granted to the Association;
- have the support and assistance of the Association in achieving the purposes referred to in Art. 3 of these articles of association.
The rights referred to in the last two points of this article are exercised in the manner established by the Board of Directors. Any limitation to the Member’s rights is excluded, based on the temporariness of his participation in the life of the association.
Art. 6 – A Member ceases to be part of the Association:
- by voluntary resignation (with non-transferability of the fee);
- for failure to pay the membership fee at the end of the social year
- by expulsion deliberated unanimously by those present on the Board of Directors against anyone who adopts attitudes or performs acts contrary to the interest or the good name of the Association.
- by death; in this case their fee is transferable, save that it is not re-valuable.
TITLE III – ASSOCIATION BODIES
Art. 7 – The bodies of the Association are:
- the General Members’ Meeting;
- the Board of Directors;
- the President;
- the Secretary;
- the Treasurer;
- the Board of Auditors;
TITLE IV – ORDINARY AND EXTRAORDINARY GENERAL MEETING
Art. 8 – The Annual Ordinary Members’ Meeting is compulsorily convened once a year, usually on the occasion of the Annual Conference, by the President, to:
- elect, every three years, the Board of Directors and the Board of Auditors;
- adopt the economic and financial statement and the general report on the activity carried out in the past year;
- adopt the programme of activities;
- establish the membership fees foreseen by Art. 5 of these Articles of Association.
The Annual Ordinary Meeting represents the natural place where the Members can suggest programmes, activities and any other proposal for the best achievement of the association’s aims.
Art. 9 – The ordinary annual Meeting is convened by the President no later than one month before the meeting by e-mail.
A copy of the notice must be published on the Association’s website at least seven days before the meeting and until the meeting is completed.
The meeting notice must indicate the day, time and place of the meeting and the list of topics to be discussed. If it is the year of voting for the renewal of the Board of Directors, the convocation must also contain the voting method (electronic or on paper) in which the vote is carried out.
The President is required to integrate the agenda with the topics requested by at least ten members electronically via certified e-mail and forwarded at least fifteen days before the date of the Meeting. These topics must be communicated and published according to the same procedures set out in the previous paragraphs at least two days before the date of the General Meeting.
The economic and financial report relating to the past year drawn up by the Treasurer, approved by the Board of Directors and accompanied by the report of the Board of Auditors constitutes an integration to the agenda.
Art. 10 – The Meeting is chaired by the President of the Association and is valid on first call when at least a quarter of the Members are present and, on second call, any number.
Each Member has the right to only one vote, whatever the membership fee paid by the same.
The resolutions of the Meeting are taken by a majority of those present who have the right to vote.
In the resolutions concerning their responsibility, and in particular in the adoption of the economic and financial report, the members of the Board of Directors and the Board of Auditors do not have the right to vote.
The General Meeting can be held on first and second call on the same day.
Individual Members and representatives of Collective Members cannot be represented at the General Meeting.
Art. 11 – The Extraordinary General Meeting is convened by the President on his own initiative, or on the decision of the Board of Directors taken by a majority of two thirds of those present, or on the reasoned request of at least one fifth of the members, or by unanimous resolution of the Board of Auditors.
The President must provide for the convening of the Members within and no later than sixty days from the request and according to the procedures set out in Art. 9 of these Articles of Association.
The Extraordinary General Meeting, except as provided for in the following paragraph, even if it is responsible for amendments to the Articles of Association, is valid when at least half of the Members are present, in the first call and, in the second call, at least three tenths of the Members and decides in both the first and the second call with a majority of two thirds of the voters.
The Extraordinary General Meeting in charge of the dissolution of the Association is valid only with the presence and favourable vote of at least three quarters of the members.
For anything not expressly provided for in this article, the provisions contemplated by Articles 8, 9 and 10 of these Articles of Association apply.
Art. 12 – The Meetings may be held, in whole or in part, by means of telecommunication provided that all the participants can be identified and are allowed to follow the discussion and to intervene in real time in the discussion of the topics addressed. Once these requirements are met, the Meeting is considered as being held in the place where the President is located and where there must also be secretary of the meeting.
TITLE V – BOARD OF DIRECTORS
Art. 13 – The Board of Directors is the body that executes the deliberations of the Meeting and has the powers of ordinary and extraordinary administration, excluding those pertaining to the Meeting itself. The Board remains in office for three years.
It is made up of fifteen members, twelve of whom are elected by the General Meeting from among the members, and by the President, Secretary and Treasurer in office in the previous year. The latter are part of the incoming Board by right without however being able to hold any of the positions of President, Secretary and Treasurer.
The Board of Directors can be expanded to up to seventeen members by co-opting people who have made an important contribution to the development of the Regional Sciences.
Co-optation must be decided unanimously by those present on the Board of Directors.
The head of the local organising committee of the annual Conference is entitled to participate in the meetings of the Board of Directors without the right to vote in relation to the items on the agenda of interest to the Conference itself.
The Board of Directors elects the President, the Secretary and the Treasurer from among its members.
The Board of Directors has, among others, the tasks of:
- adopting the programme of activities to be submitted to the Meeting;
- taking care of the management of the Association’s assets and deciding on payments commitments against cash availability and on receivables on the basis of an estimated budget;
- promoting social initiatives in the context of the aims pursued by the Association;
- ratifying the admission of new Members and deciding on the expulsion of Members who become unworthy of belonging to the Association;
- proposing to the Meeting the economic and financial report drawn up by the Treasurer and the report on the activity carried out;
- deciding on the acceptance of any donations, bequests and contributions;
- preparing the regulations for the Association’s various activities;
- requesting from the Treasurer, whenever it deems appropriate, the accounting situation;
- ensuring the functioning of the Association and ensuring that the Members have appropriate assistance;
- deciding on the acceptance of the resignations of Directors or Auditors and on the appointment of substitutes, as indicated below;
- organising the annual Conference of the Association;
- appointing the Local Organising Committees for the Association’s annual Conference and its other activities, as well as the editors of the publications.
In order to carry out the aforementioned tasks, the Directors can assume specific responsibilities within the sectors into which the Association is divided.
The meetings of the Board of Directors are convened by the President on his own initiative or at the request of at least three Directors.
They are valid when at least half plus one of the Directors are present. For the purpose of the validity of the meetings, absentees justified in writing are considered present, it being understood that the number of those present cannot be less than seven.
The Council decides by majority; in the event of a tie, the vote of the President prevails.
TITLE VI – PRESIDENT – SECRETARY – TREASURER – BOARD OF AUDITORS
Art. 14 – The President represents the Association, supervises its functioning and the implementation of the programme, chairs the meetings of the Board of Directors and legally represents the association before third parties and in court.
In case of prolonged absence or impediment, the functions of the President are exercised by the Secretary. In the event of the simultaneous absence or impediment of the President and the Secretary, the duties assigned to them are assumed by the Director who received the highest number of votes among the remaining Directors.
Art. 15 – The Secretary proposes the Association’s programme of activities to the Board of Directors and implements it by maintaining appropriate contacts with the Members.
The Secretary is the depositary of the minutes of the General Meetings and of the meetings of the Board of Directors.
At the end of the financial year, he must draw up a report on the activity carried out, which will be submitted, after the approval of the Board of Directors, to the ordinary General Meeting.
The Secretary may have a fund to be used for current expenses, the amount of which is established in advance by the Board of Directors.
A Director, designated by the Board of Directors, replaces the Secretary in the event of his prolonged absence or impediment.
Art. 16 – The Treasurer has the task of attending to all financial transactions relating to the administration of the Association in the context of the resolutions of the Board of Directors.
He has the powers of signature on deposits and accounts in the name of the Association with Banking Institutions and / or the Postal Administration.
He has the task of keeping the accounting records up-to-date and of drawing up, within thirty days of the end of each financial year, the economic and financial report which will be submitted, by the Board of Directors, to the Members’ Meeting.
A director appointed by the Board of Directors replaces the Treasurer, in the event of his prolonged absence or impediment, exercising his duties in full and with the same powers of signature.
The exercise of the signature of said Director leads to the presumption of the absence or impediment of the Treasurer.
Art. 17 – The Board of Auditors is made up of three effective members and two alternates, all chosen from among the members who are particularly experienced in accounting. They are elected by the Meeting and remain in office for three years. The Board elects the President from among its members.
The Board has the task of continuously monitoring the economic and financial management of the Association and must accompany the annual reports with its own report to the Members’ General Meeting, expressing its opinion on the matter.
The Board has the faculty of asking the Treasurer, every three months, for a cash check by periodically checking the accounting records. The President and the Auditors participate in the meetings of the Board of Directors without the right to vote.
Art. 18 – All corporate offices are held free of charge.
Art. 19 – In order to encourage the active participation of the Members and to better develop the Association’s activities, the establishment of territorial working groups and special commissions is envisaged; to the latter, on the initiative and under the Board of Directors, is entrusted the task of collaborating with the Directors who have assumed specific responsibilities in relation to the various operating sectors. Each working group reports regularly to a Director.
TITLE VII – EQUITY – FINANCIAL YEAR
Art. 20 – The Association’s assets consist of the membership fees, net of the expenses incurred for the management of the Association, the assets and activities of the Association itself, as well as any donations, bequests and contributions whose acceptance is subject to a favourable decison by the Board of Directors.
During the life of the Association, it will not be possible to distribute, even indirectly, profits or operating surpluses, as well as sources and reserves of capital, unless their destination or distribution is required by law.
Art. 21 – The economic and financial report of the Association is drawn up by the Treasurer, approved by the Board of Directors, accompanied by the report of the Board of Auditors and submitted for approval by the General Meeting.
Art. 22 – The membership year and the financial year of the Association run from 1st July of each year to 30th June of the following year.
TITLE VIII – DURATION OF THE ASSOCIATION AND DISSOLUTION
Art. 23 – The Association has an indefinite duration and can be dissolved only in accordance with art. 11 of these Articles of Association.
Any corporate assets are donated by the Meeting to Bodies and / or Institutions having a similar purpose to that contemplated by art. 3 of these Articles of Association and having non-profit purposes. To this end, the Meeting must appoint one or more liquidators, establishing their powers.
Art. 24 – The rules of the Civil Code relating to the Associations contained in Chapter II, Title II of Book I of the Civil Code apply insofar as they are compatible and not in derogation from these Articles of Association, as well as, in the case of matters not governed by the aforementioned articles, in as far as possible, the rules on General meetings and the exercise of voting provided for by Article 111, paragraph 4, quinquies, of the Consolidated Law on direct taxes (Legislative Decree No. 917 of 1986).