Chapter 1
General Dispositions
Art. 1
Incorporation, Name, Duration
The association, named ICSTAT (CENTRO PER LA COOPERAZIONE
STATISTICA INTERNAZIONALE "LUIGI BODIO")
is hereby established.
This association is non-profit and its duration
is unlimited.
Art.
2
Registered Office
The Association is established in Viale Giulio Cesare,
92 - 00192 Rome.
In conformity with the law it may establish and
close branch offices, subsidiaries, secondary and
representative offices and addresses in Italy and
abroad.
Art.
3
Purpose
The Association's purpose shall be the promotion
at national, European and international level of
studies and research in statistics, informatics,
economy, social and law with specific reference
to development co-operation and Institution building.
ICstat will pursue such purpose implementing programmes
of technical assistance, training, organisation
and management of projects.
Art.
4
Members
1) The Association is composed of promoter members,
ordinary members and honorary members.
2) Promoter members are those individuals who have
signed the Articles of Association.
3) Ordinary Members are the physical and legal persons
listed below who, upon proposal by the Board of
Directors or a promoter member, are admitted as
such by the General Assembly with a two-thirds majority
of the properly cast votes:
a) the physical persons who, because of their professionalism,
qualifications and experience hold managerial positions
in the statistical institutions.
b) physical persons, associations, institutions
and companies whose activity is important for the
Association.
4) Honorary Members are the physical persons, associations,
institutes and companies which are admitted as such
by the General Assembly upon proposal of the Board
of Directors, in consideration of the scientific
or professional merit or the considerable cultural,
financial or capital contributions they can provide
the Association with.
Art.
5
Loss of membership status
Membership status will be lost by renunciation and
exclusion according to art. 24 cc. Also, the Assembly
may decide to exclude a member in case of his/her
unjustified non-participation to at least two consecutive
meetings of the General Assembly or because he/she
did not pay his/her fees.
Art.
6
Director
1) The Director of ICSTAT shall be in charge of
promoting and planning activities on the basis of
guidelines supplied by the Board of Directors and
by its President. He is also responsible for the
ordinary and current administration of the Association
and for the staff management, and namely its selection,
the assigning of duties and tasks and the internal
organisation of the office.
2) The Director of ICSTAT shall be appointed by
the Board of Directors and shall hold office for
three years, said term to be renewable.
3) The following shall be considered as the Director's
specific duties, implementing the guidelines set
down by the Board of Directors and its President,
within the sphere of the activities and characteristics
of ICSTAT as described herein:
a) collaboration with other national and international
organisations, with particular reference to those
of the beneficiary countries for the implementation
of cooperation projects;
b) co-ordination of bilateral, international and
multi-lateral financing for cooperation projects
implemented by ICSTAT;
c) the adoption of the standards of methodology
and international classification in cooperation
programmes, with particular reference to those drawn
up at the European level (EUROSTAT) and by the United
Nations;
d) collaboration among beneficiary countries and
enhancement of professional expertise in statistics
available in those countries, promoting the involvement
of statisticians coming from those countries in
its cooperation projects;
e) dissemination of information regarding cooperation
activities and activities of interest to both the
beneficiary and donor countries;
f) other functions expressly attributed by the Board
of Directors and participation in the sessions of
the same, when requested, with a consulting function.
As for all the provisions in the present article,
the Director undertakes the contractual representation
of the Association as well as its financial management,
with the widest signatory powers, with the exception
of any limit decided by the Board of Directors.
Chapter
II
Bodies of the Association
Art. 7
Bodies
The following are bodies of the Association:
a) the President;
b) the General Assembly;
c) the Board of Directors;
d) the Board of Auditors.
Art.
8
President
The President, elected by the General Assembly shall
convene and chair the Board of Directors, of which
he is a member. He shall be the legal representative
of ICSTAT and he shall carry out all functions set
forth in Article 14. He shall hold office for a
term of three years.
Art.
9
Terms of Office of Members of the Bodies
1) The members of the Board of Directors and the
Board of Auditors shall carry out their duties free
of charge for the entire length of the office; three
years for the Board of Directors and three years
for the Board of Auditors.
2) Barring the case provided for in Article 31 herein,
the term of office shall begin with the acceptance
of the mandate, which the President shall give immediately.
Art. 10
Minute-book of the Assembly and the Board of Directors
The resolutions passed by the Assembly and the Board
of Directors shall be produced in the form of minutes,
signed by the President and the Secretary and written
in minute books kept by the Director of ICSTAT.
Art.
11
General Assembly
1) The General Assembly is the Association body
that passes resolutions. It shall be made up of
all members who have paid their fees. Those ordinary
members being institutions, associations or companies
will have the possibility to nominate two representatives
as members of the Assembly, each one of them having
voting rights.
2) The General Assembly shall be chaired by the
President of ICSTAT or, in his absence, by the Vice-President
or, in his absence, by the senior member of the
Board of Directors holding office. It shall be convened
by the President. The duties of the Secretary shall
be carried out by the Secretary of the Board of
Directors or, in his absence, by the senior member
of the Board of Directors holding office.
3) The General Assembly shall:
a) approve, on a yearly basis, the Association's
basic programme, the plan of activities and the
Forecast Budget for the following year proposed
by the Board of Directors;
b) elect the President of the Association upon proposal
of the Board of Directors and/or at least five members
participating to the Assembly solely on their own;
c) elect the Board of Directors and the Board of
Auditors;
d) remove the Board of Directors;
e) examine and vote, on a yearly basis, the final
balance sheet of the previous financial year, on
the basis of the report of the Board of Auditors;
f) deliberate on the admission and the exclusion
of members;
g) resolve on the purchase, use as collateral and
selling-off of the Association's assets, delegating
the execution of related deeds to one or more Directors;
h) resolve on proposal of variation to the by-laws;
i) resolve on termination of the Association and
on the Agencies who shall receive the assets;
j) resolve on any other matter that the other bodies
may submit to its attention;
k) resolve on amount of the annual membership fees
upon proposal of the Board of Directors.
4) The Ordinary General Assembly shall be convened
at least once a year to approve the Final Balance
Sheet, the plan of activities and the Forecast Budget
for the following year.
5) The Special General Assembly shall be convened
by the Board of Directors or by the Director any
time that this is in the interest of the Association,
or every time one fifth of the members make such
request.
6) The Assembly shall be convened via circular letter
and/or fax and/or email to all members, directors
and auditors, attaching the relevant agenda. Members
who are non-directors may have other members represent
them by sending a written proxy.
7) The General Assembly votes on all business on
the agenda by a simple majority of the members present
or represented, barring approval of modification
of the by-laws, for which a two-thirds majority
of the members present is required.
8) Resolutions on the termination of the Association
shall require a three-fourths majority of all members.
Art. 12
The Board of Directors
1) A Board of Directors consisting of five to nine
members who shall be elected by the General Assembly
shall direct the Association. Five of them are chosen
among the Ordinary Members according to the provisions
of letter a) of art. 4 point 3, whereas the others
may be chosen from other categories or among non-members
of the Association.
2) The Board of Directors shall elect, from among
its members, the Vice-President, the Treasurer and
the Secretary.
3) In case of withdrawal or resignation of any member,
if the majority does not persist, the Board of Directors
shall appoint a substitute by co-option, submitting
the appointment to the subsequent General Assembly.
4) The Board of Directors shall meet when convened
by the President and, in any event, at least three
times a year, or upon request of at least three
of its members.
5) If the President is unable to attend, his duties
shall be taken over by the Vice-President.
6) The Board of Directors may legitimately deliberate
when, being regularly convened, the majority of
its members are present.
7) Resolutions shall be passed with an absolute
majority of votes cast: in the event of a tie, the
vote of the President or his substitute shall prevail.
Art. 13
Responsibilities of the Board of Directors
The Board of Directors shall be responsible for
administering and guiding the activities of ICSTAT,
defining the guidelines and the overall planning
of the Association.
The Board of Directors is entrusted with full powers
for the ordinary and extraordinary administration,
except for those powers that are peremptorily reserved
to the Director, as provided for by art. 6 of the
By-laws. It may also give specific proxies and it
shall also have the following tasks:
a) promote projects useful for pursuance of the
Association's objectives;
b) draw up the regulations needed for application
of these by-laws, if necessary;
c) submit names for admission or removal of ordinary
or honorary members;
d) name or revoke the appointment of the Director
of ICSTAT;
e) manage the Association assets;
f) approve stipulation of agreements entered into;
g) prepare the agenda for meetings of the General
Assembly;
h) submit to the General Assembly the plan of activities
and the forecast budget for the upcoming year;
i) prepare the final balance sheet for the previous
financial year, submitting it for approval to the
Board of Auditors before presenting it to the General
Assembly for approval;
j) resolve on any matter which is not the responsibility
of the other bodies;
k) propose to the General Assembly the annual membership
fees which may be different for physical persons
and for institutions, association or company members.
Art.
14
Responsibilities of the President
1) The President shall:
a) provide the Board of Directors with any element
good to the adoption of the necessary strategies
for the achievement of the Association goals so
as stated in Art. 13;
b) convene and chair meetings of the General Assembly;
c) convene and chair meetings of the Board of Directors;
d) prepare the agenda for working sessions;
e) represent the Association against third parties
and the court except in those cases where the responsibilities
lie with the Director according to the provisions
of these by-laws;
f) oversee the Director's performance on the Board
of Directors' decisions;
2) The President shall suggest to the Board of Directors
one or more candidates for the position of Director
of the Association;
3) The President may assign part of his duties to
the Director of the Association.
Art.
15
Responsibilities of the Vice-President
The Vice-President shall:
a) assist the President in carrying out his duties
and substitute him in the event of absence or impediment;
b) Perform the duties assigned to him by the Board
of Directors upon suggestion of the President.
Art.
16
Responsibilities of the Secretary
The Secretary shall:
a) cooperate with the President and the Vice-President
in the execution of their activities;
b) prepare and send out the convocation of the General
Assembly;
c) prepare and send out the convocation and agenda
for the Board of Directors meetings along with all
necessary related documents;
d) write the minutes of the meetings and the association's
registers.
e) perform the duties assigned to him by the Board
of Directors upon suggestion of the President.
Art.
17
Responsibilities of the Treasurer
The Treasurer shall:
a) set up and monitor the whole financial administration
of the Association, the effective and methodical
activity of project reporting, to ensure the necessary
balance between costs and incomes;
b) be responsible of the book-keeping of the Association
to ensure the regular performance of the administrative
operations;
c) oversee the preparation of the Forecast Budget
and the Final Balance sheet supported by the itemised
documentation of operating costs.
Art.
18
Limits to the decisions for the Association's Financial
Commitment
Under no circumstances may commitments be made for
expenditures that exceed the overall estimated global
revenues.
Art.
19
Composition of the Board of Auditors
The Board of Auditors shall be made up of five members
elected by the General Assembly: three full members,
one of them being the President, and two substitutes.
In case of withdrawal or resignation of any member,
they will be replaced by the substitutes, beginning
with the oldest one. The substitutes will be in
charge up to the next General Assembly, when full
and substitute members will be elected to re-establish
the full board. The newly elected substitutes shall
carry out their duties up to the original end of
the Board's mandate. In case of substitution of
the President, the oldest auditor will take over
the function until the following General Assembly.
Art. 20
Responsibilities of the Board of Auditors
1) Control the Balance of the Association, supervising
that the current laws and by-laws are complied with,
in accordance to the guidelines set by the General
Assembly;
2) Examine the final balance sheet drawn up by the
Board of Directors and prepare a report to be submitted
to the General Assembly along with the final balance
sheet;
3) Take part to the General Assembly and Board of
Directors meetings.
Art.
21
Meetings of the Board of Auditors
The Board of Auditors shall meet when convened by
the President whenever it is held necessary, generally
quarterly.
Chapter III
Financial organisation
Art.
22
Revenues
Aside from membership fees set by the Board of Directors,
the following shall make up Association revenues:
a) subsidies and donations that may be granted by
public or private bodies;
b) income received as compensation for services
supplied by the Association;
c) financial and capital resources destined for
the implementation of cooperation projects;
d) income on Association assets;
e) donations, subsidies or other resources that
might be authorised by laws in force and current
provisions.
Members who for any reason whatsoever cease to be
part of the Association have no claim whatsoever
on its assets, nor have any right whatsoever to
allotments of any type or kind.
Any member who wishes to withdraw from the Association
and will advise the Board of Directors in writing
within sixty days of the decision taken by the General
Assembly regarding fees, shall not be obliged to
pay such fees.
Art.
23
Expenditures
Association expenditures shall consist of:
a) all expenses needed for its operations;
b) all expenses related to implementation of the
cooperation projects;
c) all expenses for the purchase of tangible and
non-tangible assets destined to the achievement
of the Association's objectives.
Art.
24
Corporate and Financial Year
The Association's corporate and fiscal year shall
begin on January 1 and end on December 31 of each
year, with the exception of the first year which
shall begin on the date the Association is established
and end on December 31 immediately following.
Chapter
IV
Auditing by Third Parties
Art.
25
General Provisions
1) In the execution of duties and projects related
to its corporate purpose, entrusted to private,
public or international bodies, the Association
shall use the financial assistance possibly granted
to it by these bodies solely for the pursuance of
the objectives described in the assignment letter
and financing requests.
2) As a result, the Association shall accept the
auditing, by the competent services of the aforementioned
bodies, of the way the allocated funds are used
and the technical implementation of the objectives
agreed upon with said bodies. In addition, the Association
shall submit to all provisions regarding requests
for financing, the use of funds, and auditing provided
for by financial regulations of the financing bodies.
3) The Association's financial regulations shall
be appropriately modified or completed in accordance
with the auditing provisions required by the financing
bodies.
4) The Association shall commit itself to mention
the support received from financing bodies in all
documents issued or published thanks to the subsidies
granted.
Chapter
V
Termination
Art.
26
Conditions for Termination
The Association shall be extinguished once its objectives
have been achieved. It may only be terminated by
a Special General Assembly expressly convened and
with a majority of three quarters of the votes of
all Association members.
Art.
27
Liquidation Commission
The General Assembly that resolves termination of
the Association shall appoint a commission of three
members responsible for overseeing liquidation of
the Association assets.
Art.
28
Allocation of Assets
The same General Assembly shall decide the destination
of the assets and balance in cash to one or more
statistics bodies or institutions in one or more
countries that are the Association's beneficiaries.
Chapter VI
Final and Transitory Provisions
Art.
29
Court Jurisdiction
The Association shall be subject to the Italian
laws and jurisdiction. Competence to pass sentence
in a controversy concerning the Association acts
is given to the Court of Rome.
Art.
30
Resolution on Omitted Cases
All circumstances not contemplated in the By-laws
shall be attributed to the General Assembly according
to the Italian legislation in force. In urgent cases,
the President shall take provisional action and
then submit the decision to the ratification by
the following General Assembly.
Art.
31
First General Assembly
1) The first General Assembly for the election of
members of the Association bodies shall be convened
and chaired by the President named in the Articles
of Association and will be held within three months
as stipulated in the Articles of Association.
2) The members elected for the Association bodies
shall be considered appointed at the act of the
election and shall take office immediately.
3) Up to the first meeting of the General Assembly,
the promoter members shall be responsible for proceeding
with the admission of new members.
