SOCIETA’ ITALIANA PER LE SCIENZE DEL CLIMA (SISC)
(ITALIAN SOCIETY FOR CLIMATE SCIENCES)
STATUTE
CHAPTER I. ESTABLISHMENT, AIMS AND ACTIVITIES
ARTICLE 1. ESTABLISHMENT – NAME – LEGAL SEAT – DURATION
In compliance with Legislative Decree 117/2017, of the Civil Code and the relevant legislation, the Entity of the Third sector called “SOCIETA’ ITALIANA PER LE SCIENZE DEL CLIMA” is herewith established, the abbreviation is SISC and the name in English is ITALIAN SOCIETY FOR CLIMATE SCIENCES. is constituted. It assumes the legal form of a recognized, nonpartisan and non‐denominational association. In every social communication the denomination must be associated with the phrase “Third Sector Entity” or with the TSE acronym.
The Association is governed by these by‐laws and has its legal seat in Italy, Venice. The Council of the Association has full capacity to transfer its legal seat and to open new offices and websites. The change of legal seat within the same municipality does not entail a change in the articles of association.
The Association has unlimited duration and can be dissolved by deliberation of the Extraordinary General Assembly of the members.
ART. 2: AIMS AND ACTIVITIES OF THE ASSOCIATION
The association exclusively or principally carries out one or more activities of general interest for the non‐profit pursuit of civic, solidaristic and socially useful objectives.
The activities that it proposes to carry out in favour of its members or third parties fall within the provisions of Legislative Decree 117/2017, art. 5:
letter g) university and post‐university education;
letter h) scientific research of particular social interest.
The Italian Society for Climate Sciences (SISC) was created to serve as a meeting point for scientists from different disciplines, who use climate information for their research: from climatologists to physicists and chemists, geographers to agronomists, economists to political scientists, and all scholars who deal with climate-related sciences and their applications.
The Italian Society for Climate Sciences aims at contributing to scientific progress and innovation of climatic sciences in Italy by promoting the convergence of disciplines and multidisciplinary research.
The institutional purposes of SISC are:
a) to the world of research:
• to foster the exchange of ideas, the creativity and the development of new interdisciplinary research;
• to promote communication and cooperation between universities and research institutions in Italy, strengthening the presence of climatic • sciences in both Italian universities as well as higher education systems;
• to attract young talents to build a new interdisciplinary scientific community and increase overall productivity;
• to stimulate and coordinate the Italian contributions to the International programs in the field of climate sciences;
• to become the reference point and the meeting place for Italian scientists living abroad.
b) to the society:
• to increase the impact of the studies and of the debate on climate issues, giving scientific rigour to the analysis of climate policies for mitigation and adaptation;
• to promote the dialogue among scientists, policy makers, businesses and citizens to support actions in the interests of the society and the environment;
• to provide research results to institutions, businesses and citizens and promote their use.
The SISC association is non-profit and non-advocacy, acts according to ethical principles and promotes policies for equal opportunities.
The aims of the Association are pursued in particular through:
• the organization of conferences and debates addressed to the scientific and policy communities;
• the implementation of web-communications and editing of scientific journals;
• the promotion of training courses for young graduates, and collaboration with multidisciplinary doctoral courses on climate science.
CHAPTER II. MEMBERS
ART. 3: MEMBERS
The Association consists of the following member categories:
– Individual
– Institutional
(a) the category “individual members” gathers individuals whose application for membership was accepted by the Council of the Association and was subsequently ratified by the General Assembly of Members.
(b) the category “institutional members” gathers associations, local public institutions, and other public or private institutions, with or without legal status, whatever their name, whose application for membership was accepted by the Council of the Association and was subsequently ratified by the General Assembly of Members.
On the basis of an application for membership, the Council of the Association examines the eligibility of the candidate in accordance with the following conditions:
– the category individual members is open to persons who by their profession, training and/or function are involved in climate science.
– the category institutional members is open to associations, and public and private institutions which operate in fields connected with the aims of the Association, or which pursue the aims and materially support the activities of the Association, or individual initiatives promoted by the Association, by providing human, organisational or financial resources.
If the Council of the Association approves the application for membership, the candidate acquires the status of individual or institutional member at the same time as the Association receives the relevant dues or material support. The decision of the Council of the Association must be ratified by the General Assembly of Members at the first scheduled meeting following such decision. If the Council of the Association does not approve the application for membership, the candidate may require that his/her/its application be submitted to the General Assembly of Members, who will take a final decision that must be motivated.
Members are formally bound to these Statutes, to the Association’s rules, and to the resolutions of the Association’s boards.
Members have the right, with ten days’ notice, to examine the Association’s books.
The category of temporary members is not allowed.
The membership dues are non‐transferable, non‐revaluable and non‐refundable
ART. 4: LOSS OF THE STATUS OF MEMBER
The status of member ends:
1) by death of the individual member,
2) by voluntary written withdrawal of an ordinary and/or institutional member, the which withdrawal must be communicated in writing to the President of the Association, with means that ensure its receipt. The withdrawal shall take effect upon receipt of notice;
3) by resolution of the General Assembly of Members in the following cases:
(a) if the institutional member is subject to a procedure of liquidation or dissolution, or to a insolvency procedure, whatever it may be.
(b) in the case of individual members, if membership dues are in arrears for one year; in the case of institutional members, if the Association has not received further material support for one year;
(c) on the recommendation of the Council of the Association. In this case, the member in question has the opportunity to argument against the proposal of ending his/her/its status of member. On the first appropriate occasion, the General Assembly takes a final decision by examining both the recommendation of the Council and the arguments of the member in question. The General Assembly’s decision is taken by the majority of members effectively present. The motivated loss of the status of member shall be communicated to the member in writing by such means as guarantee its receipt.
(d) if the resolution of the Council of the Association on the member’s admission is not ratified by the Assembly.
The loss of the status of member – for whatever reason – does not exempt the former member from any previous requirements towards the Association and does not entitle the member to the reimbursement of the dues or discontinuation of material support.
CHAPTER III. THE BOARDS OF THE ASSOCIATION
ART. 5: THE BOARDS OF THE ASSOCIATION
The Boards of the Association are:
(a) the General Assembly of Members;
(b) the Council of the Association;
(c) the President;
(d) the Control Board;
(e) the Audit Board.
The appointments of the Control Board and the Audit Board are subject to fulfillment of the legal conditions.
TITLE I. THE GENERAL ASSEMBLY OF MEMBERS
ART. 6: COMPOSITION
The General Assembly of Members consists of all members in good standing of the Association. It establishes the guidance of the Association and takes strategic decisions which all of the boards of the Association should follow. The General Assembly of Members is Extraordinary in case of amendments of these Statutes and in case of dissolution of the Association. It is Ordinary in all the other cases.
ART. 7: POWERS
The assembly has the following tasks:
a) appoints and dismisses the members of the Association’s boards;
b) deliberates on the general guidelines of the Association;
c) approves the final accounts;
d) deliberates on the responsibility of the members of the Association’s boards and promotes the action of responsibility towards them;
e) deliberates on the admission and exclusion of Members pursuant to articles 3 and 4 of this By‐laws;
f) approves the Association’s regulations;
g) deliberates on changes to the Constitutive Act or its by‐laws;
h) approves the dissolution, transformation, merger or division of the Association;
i) deliberates on other objects attributed to it by law, by the Constitutive Act or its by‐laws
ART. 8: CONVOCATION
The President shall convene a General Assembly of Members at least four weeks before the date set for the meeting. Convocation is made through posting in the Association’s website and through written convocation by such means as guarantee its receipt, specifying the agenda, the venue which may be different from the legal seat, the date and time of the first and second convocation. The first and second convocation should be scheduled on different dates.
The General Assembly of Members is convened at least once per year and whenever the President believes it serves the interest of the Association. The General Assembly is also convened either upon request of at least half of the members of the Association’s Council or upon request of at least one third of the members, who send a written request containing the items to be discussed. In this case, the President shall convene the General Meeting within 60 days.
The General Assembly that decides on the amendments to these Statutes or on the dissolution of the Association is convened by the President at least two months before the date set for the General Assembly.
ART. 9. QUORUM
The first convened General Assembly can only validly deliberate if at least half the number of the members is present. The second convened General Assembly can validly deliberate with the same agenda irrespective of the number of members present. Resolutions are passed by a simple majority of votes.
For amendments of these Statutes, the first convocation of the General Assembly can only validly deliberate if at least two thirds of the voting members are present. Resolutions are passed by a simple majority of votes. In its second convocation, it can validly deliberate irrespective to the number of individuals present. In the General Assembly second convocation, resolutions are passed by a simple majority of votes.
For decisions on the dissolution of the Association and how the assets of the Association will be devolved, the General Assembly can only validly deliberate if at least three quarters of the voting members are present. Resolutions are passed with the votes of at least three quarters of the voting members.
ART 10: RIGHT TO VOTE
Every member formally enrolled in the Book of Members has the right to vote at the General Assembly of Members.
Each member has the right to only one vote. Every member may authorize in writing another member to represent him/her at the General Assembly. No member can represent more than two other members. Authorizations must be mentioned in the minutes of the General Assembly and included in the Association’s archives.
ART. 11. THE ASSEMBLY
The General Assembly is presided by the President of the Association or in his absence by another member of the Council of the Association approved by a majority of members effectively present. The General Assembly appoints one secretary and, if needed, two or more scrutineers. In the convened General Assembly voting takes place by a show of hands, except when electing the President and the elected members of the Council of the Association, which takes place by a secret ballot, possibly through an electronic voting system. In the case of votes for members of the Council, candidates will be elected in descending order of the number of votes cast until the required number of candidates has been elected. In the event of a tie which would result in more members of council being elected than are required, the younger candidates will be elected. The decisions taken by the General Assembly are recorded and signed by the President and the Secretary. The minutes can be consulted by the members at the legal seat of the Association.
TITLE II. THE COUNCIL OF THE ASSOCIATION
ART. 12: COMPOSITION
The Council of the Association consists of eight members: the President, the President‐Elect, the Past‐President, the Secretary General and four ordinary elected members.
The Council shall appoint one of the ordinary elected members as Vice‐President. The Vice President assumes the duties of the President if the President is not able to execute these. Elections will be held every two years. In each election, the President‐Elect will be elected out of two candidates, who are nominated under provisions described in Article 17. The person elected will serve for two years as President‐Elect, two years as President, and two years as Past‐President. In each election, two ordinary members of the Council will be elected out of four candidates. Each member of the Council will serve for four years, according to article 17 of these By‐laws.
The Secretary‐General will be appointed by the Council of the Association and will serve for a period of four years.
In the event of the resignation or death of a member of the Council, he or she will be replaced during the next General Assembly of Members, with the exception of the Past‐President, who will not be replaced.
If a majority of the Council Members (four members) is wanting, it shall be made up at the next General Assembly of Members, to be convened within 60 days by the President or person(s) delegated to perform his or her functions.
The power of representation attributed to the directors is general, and therefore the limitations of this power are not enforceable against third parties unless registered in the Single National Register of the Third Sector or unless it is proven that the third parties were aware of it.
ART. 13: CONVOCATION AND VALIDITY OF THE RESOLUTIONS AND VOTES
The Council of the Association shall convene at least once a year on the President’s convocation. The President may also convene the Council of the Association whenever he/she considers it in the interest of the Association or if so requested by one third of its members. In this case, the President shall convene the Council of the Association within 30 days. The Council meetings will be convened by such means as guarantee its receipt at least fourteen days before the date set for the meeting. Meetings may equally be held without preceding convocation as long as either all present or absent members have renounced the need for convocation before the meeting. A member may authorize another member of the Council of the Association to represent him/her. No member can represent more than two other members.
The Council of the Association cannot validly deliberate unless at least half the members is present.
Decisions shall be taken by simple majority of votes of members effectively present. The President (or his/her representative) has the casting vote in the event of a tie. The decisions taken by the Council are recorded in a special register, signed by the President and kept by the Secretary General who makes it available to the members upon request. The Secretary General prepares minutes for every meeting. The minutes of the meeting are recorded in an appropriate register, signed by the President and kept by the Secretary General, who will send copies to all members of the Council of the Association.
Meetings of the Council shall be effectively constituted when held by video‐conference or tele‐conference, provided that all participants can be identified by the President of the meeting and by all the other participants; that they are able to follow the discussion and to participate in real time on the topics discussed; that they are able to exchange documents relating to these matters; and that all of the above it is noted in the minutes.
ART. 14: ACTIVITIES AND POWERS
The Council of the Association is responsible for the well‐being of the Association, subject to the general control and powers of the General Assembly. The Council is in particular responsible for:
(a) organisation of the activities of the Association
(b) admission of individual or institutional members
(c) proposal of termination of the status of members;
(d) preparation of the annual report to the General Assembly about the state of the Association;
(e) appointment of executive officers of the Association;
(f) determination of membership dues.
The Council may delegate well‐defined duties to one or more persons while retaining ultimate responsibility. The specific tasks and the date of start and end of the proxy must be clearly stated by the Council of the Association.
TITLE III. THE PRESIDENT
ART. 15: APPOINTMENT, FUNCTIONS, AND POWERS
The President shall preside over the Council and the meetings of the General Assembly of Members and shall represent the Association in general and in particular in legal matters. The term of office is two years, starting January 1st, and cannot be immediately extended. The President is assisted by the Vice‐President. The Vice‐President is appointed by the Council and chosen from amongst the ordinary elected members of the Council. After completing a full term of office, the President becomes Past‐President until succeeded in that position. The Past‐President assumes the duties of the President if the Vice‐President is not able to execute these. If the Past‐President is unavailable, these duties shall devolve to a member of the Council appointed by the same Council.
The President may adopt interim resolutions that will be ratified at the first meeting of the Council.
The President, for the purposes of his office, is domiciled at the registered office of the Association.
TITLE IV. THE SECRETARY GENERAL
ART. 16: APPOINTMENT, FUNCTIONS, AND POWERS
The Council of the Association will appoint one member of the Association as Secretary General, who will serve for a period of four years.
The Secretary General coordinates the offices of the Association, is in charge of the Association’s Secretariat and carries out any other duties assigned by the President or by the Council of the Association. The President and the Council of the Association decide the policy for the progress of his/her duties. In particular, the Secretary General is responsible for the minutes of the General Assemblies of Members and meetings of the Council of the Association, looks after the correspondence and membership archives, transmits the convocations of the General Assemblies and looks after the relations with public administrations, local institutions, banks and any other institutions. The Secretary General is responsible also for the administrative management of the Association, keeps accounts and keeps books.
TITLE V. THE NOMINATING COMMITTEE
ART. 17: APPOINTMENT, FUNCTIONS, AND POWERS
Before February 1st of each year at the end of which the elected Council members’ term ends, the President nominates a Nominating Committee for the preparation of the election of the elected members of the Council. The Nominating Committee consists of three members, who cannot be self‐nominated for any position in the Council. The Nominating Committee proposes to the General Assembly two names of individual members in good standing for the position of President and four names of individual members in good standing for the position of elected members of the Council. Additionally, any group of at least one fourth of the members may nominate candidates who are then added to the proposals of the Nominating Committee. The candidates with the highest number of votes are elected for the respective positions.
TITLE VI. THE CONTROL BOARD AND THE AUDIT BOARD
ART. 18: APPOINTMENT, FUNCTIONS, POWERS
The Control Board is made up of two members external to the Association who meet the legal requirements, chosen from among persons with proven professional ability.
They are appointed by the Assembly on the recommendation of the Council of the Association and remain in office for two years. The role of component of the Control Board is incompatible with any other position in the Association.
Requirements and functions of the Control Board are governed by art. 30, Legislative Decree 117/2017 of the Italian government and subsequent amendments and additions.
The Statutory Audit Board is appointed in the instances and modes provided or by art. 31 of Legislative Decree 117/2017. It consists of a statutory auditor
registered in the appropriate register.
CHAPTER IV. ASSETS
ART. 19: ASSETS
The assets of the Association are comprised of any movable or immovable goods pertaining to the Association by any means, as well as any rights on the assets of the Association. The assets of the Association initially consist of a bank account.
The assets, including any revenues, annuities, profits and income, however denominated, are used for carrying out the statutory activity for the exclusive pursuit of civic, solidaristic and socially useful purposes.
ART. 20: THE REVENUES OF THE ASSOCIATION
The revenues of the Association consist of membership dues, contributions, bestowals, gifts, bequests, and subsidies received from national and international institutions, governments and public authorities and any other incomes that may accrue. The Council of the Association determines the amount of the membership dues and of any other expense to be borne by the members of the Association as well as the method of payment.
Membership dues are not subject to revaluation and are non‐transferable, except for transfers due to death or extinction.
It is forbidden to distribute, even indirectly, operating profits and surpluses, funds and reserves in any way denominated to Members, workers and collaborators, administrators, or other components of the Association’s boards, even in the event of withdrawal or in any other manner of termination of the associative relationship.
ART. 21: ACCOUNTS
The Association’s operating budget is annual and runs from January 1st of each year. It is prepared in accordance with articles 13 and 87 of Legislative Decree 117/2017 and the related implementation rules.
For every fiscal year, the Council of the Association shall prepare a budget for the coming financial year and the final accounts for the General Assembly of Members’ approval. The final accounts and their annexes shall be available for members at the legal seat of the Association during the ten‐day period preceding the Assembly convened for their approval. A copy of the final accounts is sent to all those members requiring it.
The final accounts are filed with the Single National Register of the Third Sector by June 30th of each year. When the conditions set out in art. 14 of Legislative Decree 117/2017 have been verified, the Association draws up its report and implements all the necessary requirements.
CHAPTER V. FINAL AND TRANSITIONAL PROVISIONS
ART. 22: DISSOLUTION OF THE ASSOCIATION
The General Assembly of Members that deliberates on the dissolution of the Association shall appoint one or more liquidators preferably amongst its members.
Unless otherwise required by law, the residual assets must be donated to other Third Sector Entities, according to the provisions of art. 9 of Legislative Decree 117/2017.
ART. 23: LAWS OF REFERENCE
All the requirements related to the registration in the Single National Register of the Third Sector which are incompatible with the current regulations apply to the operation of the Single National Register of the Third Sector itself.
Starting from the term referred to in art. 104 of Legislative Decree 117/2017, consistent with the authentic interpretation given to the same article by art. 5‐sexies of the Legislative Decree 148/2017, the tax provisions contained in Title X of Legislative Decree 117/2017 apply.
The TSE acronym may be entered automatically in its name, and may be used in relations with third parties, and in deeds, correspondence and communications with the public, only after obtaining registration in the Single National Register of the Third Sector.
All matters not covered in the present By‐laws is subject to the requirements of the current Civil Code and the laws and regulations in force.