ARTICLES OF ASSOCIATION
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.
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.
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.
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.
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.
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.
Bodies of the Association
The following are bodies of the Association:
a) the President;
b) the General Assembly;
c) the Board of Directors;
d) the Board of Auditors.
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.
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.
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.
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 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.
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 and the Treasurer.
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.
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.
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.
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.
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.
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.
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.
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.
Meetings of the Board of Auditors
The Board of Auditors shall meet when convened by the President whenever it is held necessary, generally quarterly.
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.
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.
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.
Auditing by Third Parties
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.
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.
The General Assembly that resolves termination of the Association shall appoint a commission of three members responsible for overseeing liquidation of the Association assets.
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.
Final and Transitory Provisions
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.
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.
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.