The following translation is provided solely for purposes of information. The Italian-language text is the sole authoritative. The use of the masculine pronoun, as prescribed by well-established grammatical and stylistic practice, is intended solely for purposes of brevity and clarity, and shall not be construed as to prejudice the rights of men and women to participate equally in the Association.
Charter of the Associazione Italiana di Scienza e Tecnologia delle Macromolecole
A not-for-profit, whether direct or indirect, cultural association of a scientific character is hereby established under the name of the Associazione Italiana di Scienza e Tecnologia delle Macromolecole, abbreviated "AIM". The Association is governed by the present Charter and the applicable laws in force. It is independent, neutral and autonomous.
The Association is presently headquartered in Bologna at 4 Viale del Risorgimento at the Department of Industrial Chemistry “Toso Montanari” of the Alma Mater Studiorum—University of Bologna. The Association may establish operating offices elsewhere in Italy or abroad.
The Purposes of the Association are:
a) To promote research in macromolecular science and technology, with respect to their various multidisciplinary, scientific, technical, applicative and socio-economic aspects;
b) To facilitate the circulation of knowledge amongst researchers, manufacturers, transformers and users of polymeric materials;
c) To establish cultural relations with groups, operating within their respective disciplines and with foreign bodies similar to this Association, interested in macromolecules, in addition to other national associations and research organisations.
The Association, in pursuit of these Purposes, shall employ the following means:
a) Organisation of national and international conventions on the science of macromolecules presented in its different aspects;
b) Meetings, seminars and conferences, especially those of an interdisciplinary nature;
c) Commissions for the study of specific problems;
d) Publication of scientific literature;
e) All those means and tools judged to be expedient by the social organs.
The distribution of profits or surplus operating funds, in addition to monies, savings and capital is expressly prohibited during the lifetime of the Association, save when such distribution is required by law. The Association may join other groups, organisations, associations and societies with purposes similar to its own.
The Association is established for an unlimited amount of time.
The membership shall be divided as follows:
- Founding members
- Ordinary members
- Honorary members
- Contributing members
Founding members are signatory to the Memorandum of Association.
Italian or foreign nationals who have reached eighteen years of age and show interest in the Purposes of the Association may become individual ordinary members.
Organisations, university institutes, companies and scientific associations interested in the development and applications of macromolecular science may become collective ordinary members.
Honorary membership is conferred by the Executive Committee, which shall propose and approve all candidacies, upon those individuals or groups, as defined above, who demonstrate a personal or cultural disposition in tune with the Purposes of the Association, and who have achieved fame in their field of endeavour and/or have been noted for their activities in favour of the Association. Honorary members are exempted from annual dues.
Such persons who have paid annual dues of a certain amount, as prescribed by the Executive Committee, shall be contributing members.
All members shall subscribe to the Purposes of the Association and shall contribute to its activities in part through the payment of annual dues, as prescribed by the Executive Committee, save honorary members which are exempt.
Applications for membership, which implies subscription without reserve to the present Charter, shall be forwarded in writing to the Executive Committee, which shall consider them.
With respect to collective members, applications must contain, further to identification information, documentation relative to the organ, which being authorised to postulate membership, has submitted the application, in addition to the name of the collective member's representative to the Association.
The Executive Committee, having considered an application, shall advise a new member of its admission. The new member shall in turn pay the annual dues within thirty days on pain of the application's rejection.
Whenever an application is rejected, such refusal must be explained in a written statement addressed to the applicant.
Whoever has been refused membership may request that the application be considered by the General Assembly.
The names of all members shall be listed in an appropriate Book, approved and updated according to the regulations of the Italian Civil Code with respect to trading companies. Their identification information, postal and e-mail addresses, fax numbers and other contact information, necessary for the convocation of the General Assembly, shall be registered therein. All members must advise the Association of any change to such information, which is necessary for the convocation of assemblies and the circulation of messages provided for by the present Charter or such regulations as the Association may approve.
Rights and Responsibilities of Membership
Membership is open and voluntary. However, members are obliged to respect the resolutions approved by the Association's organs pursuant to powers granted them by the present Charter and other regulations. Temporary participation in the life of the Association is expressly prohibited. Members shall approve the present Charter and any future amendments, as well as other regulations, by vote. They shall elect the officers of the Association.
Membership shall be forfeited upon expulsion, withdrawal or failure to pay annual dues. Any member may withdraw at any time, but must nevertheless pay annual dues for the current civil year, although it will not be part of the Association for the whole year. Withdrawals shall be communicated in writing to the Executive Committee by registered mail and shall have immediate effect. Members which have not communicated their withdrawal by registered mail before the thirtieth of November of each year shall be considered to have renewed their membership and are therefore obliged to pay annual dues.
A member may be expelled by the Executive Committee for serious acts which contravene the Purposes of the Association or failure to pay annual dues. Annual dues can be neither transferred nor reassessed, nor shall those paid by withdrawn, deceased or expelled members be reimbursed.
Annual dues must be paid by the thirty-first of January of each year in the amount and manner prescribed by the Executive Committee.
Members which have not paid annual dues shall be ineligible to vote.
Assets and Means
The Association shall finance its activities through:
a) annual dues;
b) reserves from accumulated surpluses;
c) donations, contributions, bequeathments and grants from individuals, companies and public and private organisations, Italian or foreign;
d) proceeds from institutional activities;
e) marginal commercial activities undertaken in pursuit of the Purposes of the Association;
f) real and personal property belonging to the Association.
There are established as organs of the Association:
a) General Assembly;
b) Executive Committee;
c) President of the Executive Committee;
e) Administrative Secretary-Treasurer;
f) Auditor (if appointed).
The offices listed in subsections a) to e) are unpaid. Only expenses assumed in the discharge of official duties shall be reimbursed. The Executive Committee may, however, compensate those persons, including members of the Committee itself, who become charged with certain tasks.
The General Assembly is the supreme organ of the Association.
All members, ordinary or otherwise, are eligible to participate in the sessions of the General Assembly.
The General Assembly, convoked by the Executive Committee, shall meet at least once each year in a regular session, held by the thirtieth of April, in order to approve the economic and financial report, elect officers and consider the budget plan for the current year.
The General Assembly may be convoked in regular or special sessions:
a) by the Executive Committee;
b) upon the request, addressed to the President of the Executive Committee, of at least one-third of the membership.
The General Assembly shall be convoked by notice containing the date, time and place of its scheduled meeting. The same information shall be supplied for an alternate meeting, which shall not be set for the same date as the first. The agenda shall be enclosed with the notice.
Sessions of the General Assembly, regular or special, may be convoked by any delivery method which provides for confirmation of receipt of the notice of convocation by the addressee (registered mail, hand-delivered registered mail, fax, e-mail). The notice shall be sent or delivered at least ten days prior to the scheduled session.
Registered mail shall be sent to the address recorded in the Book of Members. Whenever the notice of convocation is sent by fax or e-mail, the fax number or e-mail address used shall be that recorded in the Book of Members. Members must inform the Association of any change to their contact information.
Should a regular news bulletin, which may be circulated electronically, be published, the Association may convoke through it, by the same terms, a session of the General Assembly, provided that all members have been included as recipients of the news bulletin. In emergencies, the General Assembly may be convoked by telegram or fax no later than three days prior to the scheduled session. The General Assembly, whether in regular or special sessions, is convoked for the presence of all members. It may meet in places other than its headquarters, provided such places are in Italy. All members which are not in arrears in the payment of annual dues shall be eligible to participate in sessions of the General Assembly. Members may entrust their representation to other members exclusively through written mandates. Each member may represent no more than three other members. Each member shall cast one vote in the General Assembly. Votes shall usually be effected by a show of hands. On decisions taken by the President or questions of particular importance, votes may be effected by secret ballot. In such cases, the President shall appoint, from amongst those present, two scrutineers
In ordinary sessions, the General Assembly shall have the power to:
a) Discuss and approve economic and financial reports, and budget plans, as well as reports that the Executive Committee shall provide on such documents;
b) Elect members of the Executive Committee and, in its inaugural session, the President;
c) Elect an Auditor and fix his compensation;
d) Decide any question of a general nature with respect to the Association and its activities, past or future;
e) Decide any question of an ordinary nature submitted for approval by the Executive Committee.
In special sessions, the General Assembly shall have the power to:
a) Dissolve the Association;
b) Amend the present Charter;
c) Move the headquarters of the Association;
d) Decide any question of a special nature submitted for approval by the Executive Committee.
The General Assembly shall be presided by the President of the Executive Committee or, during his absence, the Vice-President. Should neither be present, the General Assembly shall elect its own President. The President of the General Assembly shall appoint a Secretary and certify the validity of any written mandates and generally the right of members to participate in the session. Minutes of each session shall be recorded in an appropriate Book, approved and updated according to the regulations of the Civil Code with respect to trading companies, and shall bear the signatures of the President and the Secretary. Sessions of the General Assembly, regular or special, are considered validly constituted when, on the first date appointed, at least half the members are present. On the second date appointed, sessions are considered validly constituted no matter the number of members present. Decisions are taken by a majority vote of the members present. Decisions taken pursuant to the present Charter are binding upon all members, notwithstanding their absence, dissent or abstention during the vote.
Minutes of the sessions of the General Assembly, including economic and financial reports, and budget plans if necessary, shall be deposited for the use of the membership at the Association's headquarters no later than a month after the session has concluded. They shall remain available for consultation by the membership for thirty days.
The Executive Committee shall consist of no less than five and no more than nine members, whom shall have been elected by the General Assembly from amongst the individual members and representatives of collective members who compose it.
Candidacies may be presented in advance by any member and made known to the others by appropriate means.
The term of office for members of the Executive Committee shall be equal to three business years; notwithstanding, their term shall end once an election has intervened in an ordinary session of the General Assembly. A retiring member shall be eligible for immediate re-election.
Whoever loses his membership within the Association, or his status as the representative of a collective member, shall forfeit his position on the Executive Committee, which shall choose a replacement in accordance with the penultimate section of the present article.
The Executive Committee shall appoint a President, save for the inaugural holder who shall have been elected by the General Assembly, and a Vice-President, who shall replace the President when he is absent or unable to discharge the powers and duties of office for whatever reason. The Executive Committee shall conduct the ordinary and extraordinary business of the Association. In particular, it has the duty to:
a) Decide questions with respect to the activities of the Association, undertaken in pursuit of its Purposes, in accordance with the instructions of the General Assembly;
b) Prepare economic and financial reports, and budget plans;
c) Decide upon the admission of new members, fix annual dues, admission fees and membership contributions, and set penalties for failed payment;
d) Decide upon the expulsion of members;
e) Decide upon any question submitted for its consideration by the President;
f) Decide upon the membership and participation of the Association in other organisations, public or private, and designate a representative from amongst its members;
g) Delegate tasks and offices to members of the Executive Committee, indicating their relative powers, and appoint an Administrative Secretary-Treasurer;
h) Appoint a Scientific Committee;
i) Confer scholarships with the advice of the Scientific Committee, if appointed.
The Executive Committee shall meet in one sitting each time the President shall deem it necessary or upon the request of no less than three of its members; notwithstanding, it shall meet at least once a year to approve the final balance, budget plans and the amount of annual dues. Meetings of the Executive Committee shall be convoked by registered mail, hand-delivered registered mail, fax or e-mail sent or delivered at least five days prior to the scheduled meeting. In emergencies, the Executive Committee may be convoked by telegram or fax no later than two days prior to the scheduled meeting. When all members are present, the Executive Committee is considered to have been validly convoked. Quorum is at least half of its members. The Executive Committee shall be presided by the President or, during his absence, the Vice-President. Should neither be present, the Executive Committee shall be presided by the eldest member. The President shall appoint a Secretary. The Executive Committee shall decide questions by a majority vote of those present, effected by a show of hands. In the event of a tie, the President shall cast the deciding vote. Minutes of each meeting shall be recorded in an appropriate Book, approved and updated according to the regulations of the Italian Civil Code with respect to trading companies, and shall bear the signatures of the President and the Secretary.
Meetings of the Executive Committee may be held using telecommunications equipment, videoconferencing and conference calls, provided that all participants can be identified and are able to follow discussion, intervene in real-time with regard to the questions under consideration, and receive, transmit and consult documents. Furthermore, the contextuality of discussion and decision-making must be guaranteed.
When such requirements have been met, the meeting shall be considered to have taken place in such place as the President may be, together with the Secretary, so as to allow for the preparation and signature of the minutes, which shall be registered in the appropriate Book.
Should a member of the Executive Committee forfeit or be suspended from his position, the Executive Committee may choose a replacement, who shall hold office until a session of the General Assembly, for the purposes of an election, has intervened.
Should a majority of the members of the Executive Committee, appointed by the General Assembly, resign or forfeit their position, those remaining shall be divested of authority, continuing in office solely to manage the ordinary business of the Association, until a session of the General Assembly, which must be convoked immediately for the purposes of electing a new Executive Committee, has intervened.
President of the Association
The President of the Association is the President of the Executive Committee. The President of the Association shall direct the Association through the exercise of such powers and functions as granted him by the Executive Committee. The President is the legal representative of the Association to third parties and before the courts with respect to all actions necessary for the operation of the Association in accordance with the Purposes contained herein, and is generally responsible for conducting the Association's business and ensuring its proper operation. The President shall sign acts of the Association which obligate it with regard to members or third parties. The President shall supervise in particular the application of the decisions voted by the General Assembly and the Executive Committee. The President may decree emergency measures which must be ratified by the Executive Committee.
Administrative Secretary-Treasurer of the Association
The Administrative Secretary-Treasurer is responsible for the day-to-day administration of the Association, and book-keeping, and particularly the preparation of budget plans and the annual report with respect to the Association's final balance, which shall be set before the Executive Committee for approval. Furthermore, he is responsible for managing the Association's business, especially its relations with members and the keeping of the Book of Members.
Auditor of the Association
The General Assembly may appoint an Auditor with powers to inspect the books and budget of the Association. The term of office for the Auditor shall be equal to three fiscal years. The Auditor shall report to the General Assembly during budget deliberations.
The Executive Committee may appoint a Scientific Committee with advisory and consultative functions.
The Scientific Committee shall be composed of eminent persons operating in the Association's field of interest. The term of office for members of the Scientific Committee shall be equal to three fiscal years. Retiring members shall be eligible for immediate re-election.
Business Year and Economic and Financial Report
The business year shall commence on the first of January and conclude on the thirty-first of December of each year. By the thirty-first of March following the conclusion of each business year, the Executive Committee shall prepare an economic and financial report, and a report on the Association's activities, which shall be approved by the General Assembly no later than the thirtieth of April, concurrently with the Auditor's report should he have been appointed.
Dissolution shall be voted by the General Assembly, which shall declare the Association to be in liquidation, and which shall appoint one or more liquidators, granting them the Association's powers.
Devolution of Assets
Should the Association be dissolved for any reason, the General Assembly shall vote to devolve its assets to another association with similar Purposes or with ends promoting the public good, after having consulted the controlling body as provided for by Article 3, Section 190 of Italian Law 662 of December 23rd, 1996, except when a different destination shall have been prescribed by law.
Specific rules governing operations and the application of the present Charter shall be established by the Executive Committee through internal regulations, and ratified by the General Assembly.
With regard to whatever might not have been provided for by the present Charter, Italian law and the general principles of the Italian legal system apply.