Article 1 – Denomination
In compliance with the regulations concerning third sector entities, the not-for-profit society called "NODYS", hereinafter referred to as the Society, is constituted.
Article 2 – Headquarter
The Society has its registered office in Rome, Italy. The administrative body has the faculty to transfer the registered office within the Municipality as well as to establish local units, branches, subsidiaries and other offices anywhere; instead, it is up to the members to decide on the transfer of the registered office to a different Municipality or to establish secondary offices abroad.
Article 3 – Duration
The duration of the Society is unlimited.
Article 4 – Nature and Purposes
The Society, which is not-for-profit, is an expression of absolute freedom and independence; it has an exclusively scientific and cultural mission with the following aims:
Article 5 - Type of Members
The Society is composed of the following members:
Article 6 – Admission of members
Ordinary members, supporters, students and organizations acquire this qualification as a result of the acceptance by the Board of Directors of their written request. The admission becomes effective only after the payment of the membership fee. The title of Honorary Member is conferred by majority vote of the Board of Directors. The Honorary Members will be proclaimed as Honorary Members during the Assembly following the Board of Directors' resolution. Honorary Members are exempted from the payment of the membership fee.
Article 7 - Rights and duties of members
Each member has the right:
- to participate and vote during the Assemblies;
- to know the programs with which the Society intends to implement the societal aims;
- to participate in the activities promoted by the Society;
- to resign at any time for free;
- to propose its nomination to become a member of the Board of Directors;
- to ask for the convocation of the Assembly within the terms provided by the By-Laws;
- to have access to the Society's resolutions, budgets and reports.
Each member is obliged:
- to observe the rules of these By-Laws, the regulations, the resolutions adopted by the governing bodies;
- to maintain a behaviour towards the other members of the Society characterized by a spirit of solidarity and implemented with correctness, good faith, honesty and moral rigor;
- not to perform acts that may damage the interests and reputation of the Society.
Article 8 - Expiration of membership
Membership is lost for:
Article 10 - Assemblies
The Assembly meetings are ordinary and extraordinary; all Members of the Society in good standing participate in them with the payment of the membership fee if due.
The Assembly meetings are convened by the President of the Society who assumes the chairmanship.
The convocation of an Assembly meeting is made by written notice, or by other technological means that allow to have certainty of delivery, which must occur at least 15 (15) days before the selected date.
Members may be represented by other Members with voting rights, by written proxy. No more than three proxies per delegated member are allowed.
The notice of call indicates: the items on the agenda, the date, place and time for a meeting in person or, alternatively, the items on the agenda, the date, the video-conferencing link and telephone numbers, for a remote meeting. The Assembly is validly constituted with the participation of at least half plus one of the Members and deliberates by a majority of the convened Members.
The Assembly elects the Secretary who provides the drafting of the minutes of the meeting. The minutes are signed by the President and the Secretary. The elections can also be cast by electronic voting.
Each Member has one vote, besides the conferred proxies up to a maximum of three. Votes are cast:
Article 11 - Board of Directors
The Board of Directors of the Society consists of 5 (five) to 15 (fifteen) members. The Board of Directors, if the Assembly has not done so, elects among its members the President, the Vice-President, the Secretary and the Treasurer.
The Board of Directors shall remain in office for four years and its members may be confirmed only once. The Board of Directors is convened by the President whenever he/she deems it necessary and, in any case, at least once a year, by written communication or other technological means that ensure receipt, including the agenda, sent at least eight days before the scheduled date.
The Board of Directors must also be convened upon written request addressed to the President by at least three Directors.
All deliberations are taken by majority; in case of parity, the vote of the President prevails. The Board of Directors is regularly constituted with the presence, also by telephone or video-conference, of the majority of the Members including the President or the Vice President.
If, during the four-year period, one or more members of the Board are missing for whatever reason, the other members ensure to replace them by co-optation. The so appointed members will remain in office until the next meeting of the Assembly. If the majority of the members of the Board appointed by the Assembly resigns, the entire Board ceases, and the Assembly is urgently convened by the remaining members of the Board for the appointment of the new Board.
The Board of Directors may confer proxies among the members of the Board.
The Board of Directors deals with and deliberates on all matters not expressly reserved for the Assembly. In particular, the Board:
Article 12 - The President
The President of the Board of Directors:
- is the legal representative and has the Society signature;
- presides over the Board of Directors and the Assembly;
- exercises the powers delegated to him by the Board of Directors;
- represents the Society before the authorities and is its official spokesperson;
- convenes the Assembly of the members and the Board of Directors both in case of ordinary and extraordinary convocations;
- implements the resolutions taken by the Board of Directors;
- signs the minutes of the Assembly’s meetings and of the Board of Directors' meetings and keeps them at the Society's headquarters.
In case of his/her absence or impediment or termination, he/she is replaced by the Vice- President.
Article 13 - The Technical Committee
The Technical Committee consists of 5 to 12 members and is nominated by the Board.
The Technical Committee has the following functions:
- it supports the Board of Directors with drafting the strategic biennial plan and further supports the Board with monitoring the implementation of the strategic plan towards its biennial upgrade;
- upon request of the Board, it provides feedback on the different initiatives with the goal of checking their compliance with the strategic plan;
- it supports the Board with drafting the operating guidelines.
Article 15 - Assets
The Society's assets are made up of movable and immovable property, public and private securities, bequests and donations aimed at achieving the societal purposes that for whatever reason have become the property of the Society.
Article 16 - Budget
- A fiscal year runs from January 1 to December 31 of each year.
- The financial statements are prepared by the Board of Directors and approved by the Assembly.
- The Assembly for the approval of the financial statements must be held within four months after the end of the fiscal year.
- The balance sheet must be electronically accessible to the Society members at least 20 days before the Assembly.
Article 17 - Dissolution and liquidation
The Members’ Assembly resolving the dissolution appoints, if necessary, one or more Liquidators establishing their powers and resolves on the allocation of the assets remaining from the liquidation itself.
In case of dissolution of the Society, whatever the cause, the entire assets resulting from the liquidation will be devolved to other non-profit organizations/Societies with similar purposes.
Article 18 - Final rules
For all matters not contemplated in these By-Laws or in the Operating Guidelines, reference must be made to the current regulations on entities and to the provisions of the Italian Civil Code as well as the laws and provisions on third sector entities.