GNB Statute

ESTABLISHMENT AND PURPOSES

1. Establishment

In accordance with the Italian Constitution, the Italian Civil Code, and Legislative Decree No. 117 of 3 July 2017, as amended and supplemented (“Third Sector Code”, hereinafter the “Code”), a non-profit scientific and cultural association is hereby established under the name: “ASSOCIAZIONE GRUPPO NAZIONALE DI BIOINGEGNERIA APS” — abbreviated GNB APS (hereinafter, the “Association”).

The Association is established and organized as a Social Promotion Association (Associazione di Promozione Sociale – APS) pursuant to Article 35 et seq. of Legislative Decree No. 117 of 3 July 2017.

This By-laws/Statute sets out the general principles and rules governing the Association’s internal functioning, inspired by principles of democracy and equal rights of all members, providing for the elective nature of the Association’s offices.

2. Registered office and duration

The Association’s registered office is in the Municipality of Milan, and it may establish operational offices in Italy. By resolution, the Board of Directors may move the registered office within the same city and may also establish secondary offices and local branches.

The Association has an unlimited duration and may be dissolved in the cases provided for by Italian law and by this Statute, by resolution of the Extraordinary Members’ Meeting with the majority set out in Article 19.

3. Aims and purposes

The Association is established to pursue, on a non-profit basis, civic, solidarity-based and socially useful purposes by carrying out, as its exclusive or principal activity, one or more activities of general interest for the benefit of members, their family members, or third parties, without profit motive and in full respect of the freedom and dignity of members.

The Association pursues scientific, cultural, outreach and social aims intended to promote, sponsor and coordinate studies, research and debates concerning bioengineering. The Association’s mission is to represent the national scientific community that identifies with bioengineering vis-à-vis partners and stakeholders such as Ministries, universities and research bodies, the National Health Service, industry and entrepreneurship, and the international scientific community.

4. Activities

To achieve the above purposes, and in order to support the autonomous initiative of the community contributing to the common good, the Association intends—pursuant to Article 5 of the Code—to carry out, as its exclusive or principal activity and in compliance with the specific rules governing their exercise, one or more activities of general interest, namely:

  • education and cultural activities of social interest, as provided for in Article 5(1)(d) of Legislative Decree 117/2017;
  • university and post-university training, as provided for in Article 5(1)(g) of Legislative Decree 117/2017;
  • scientific research of particular social interest, as provided for in Article 5(1)(h) of Legislative Decree 117/2017;
  • organization and management of cultural activities of social interest, as provided for in Article 5(1)(i) of Legislative Decree 117/2017;
  • charity, including the provision of money, goods or services in support of disadvantaged persons or activities of general interest pursuant to this article, as provided for in Article 5(1)(u) of Legislative Decree 117/2017.

Accordingly, by way of example and without limitation, within the scope of the activities of general interest the Association may carry out the following activities:

  • coordinate university education in the field of Bioengineering and Engineering;
  • foster research in the sector, including through joint projects and by establishing scholarships and study awards;
  • promote knowledge of bioengineering and its applications within civil society;
  • encourage contacts between academic research and industry;
  • sponsor or directly manage the publication of journals and books, including through agreements with publishing houses;
  • organize, in Italy and abroad, also in cooperation with similar organizations, meetings, conferences, training courses and the like;
  • promote Italian participation in international initiatives in the sector;
  • promote contacts with national or international associations with similar interests;
  • establish internal specialist groups, whether permanent or set up for specific purposes;
  • establish local branches.

The Association may also carry out other activities that are instrumental and secondary to the activities of general interest, within the meaning and limits set out in Article 6 of the Code. Such activities may be identified upon proposal of the Board of Directors and approved by the Members’ Meeting. Where the Association carries out such other activities, the Board of Directors shall attest to their secondary and instrumental nature in the financial statements, pursuant to Article 13(6) of the Code.

The Association may also undertake fundraising activities to finance activities of general interest, in any form, including organized and continuous forms and through public appeals or the sale/provision of goods or services of modest value, using its own and third-party resources, including volunteers and employees, in compliance with the applicable legislation.

5. How activities are carried out

The activities referred to in the previous article are carried out by the Association for the benefit of its members, their family members or third parties, making predominant use of the voluntary activity of its members.

Volunteer activity may not be remunerated in any way, not even by the beneficiary. Volunteers may be reimbursed by the Association through which they perform their activity only for expenses that are previously authorized, actually incurred and documented, within the maximum limits and under the conditions established in advance by the Members’ Meeting. Flat-rate reimbursements are in any case prohibited. Expenses incurred by a volunteer may also be reimbursed on the basis of a self-certification made pursuant to Article 46 of Presidential Decree No. 445/2000, provided that they do not exceed the amount set by the competent governing body, which determines the types of expenses and the volunteering activities for which this reimbursement method is permitted, in accordance with Article 17 of the Code.

The status of volunteer is incompatible with any form of subordinate or self-employed work relationship, and with any other paid working relationship with the Association of which the volunteer is a member or through which the volunteer carries out their voluntary activity.

The Association may make use of self-employed or employed work or other forms of work, including by its own members—without prejudice to Article 17(5) of the Code—only when necessary for carrying out activities of general interest and achieving the Association’s purposes. In any case, the number of workers engaged in the activity may not exceed fifty percent of the number of volunteers or five percent of the number of members.

6. Assets

The Association’s assets consist of:

  • movable and immovable assets, tangible and intangible, owned by the Association;
  • reserve funds formed from operating surpluses;
  • grants, donations and bequests expressly allocated to the assets.

The Association’s revenues consist of:

  • membership fees and contributions;
  • inheritances, donations and legacies not expressly allocated to the assets;
  • contributions from the State, Regions, local authorities, public bodies or institutions, the European Union and international organizations;
  • contributions provided by public administrations for the performance of activities, including under agreements or accreditation schemes;
  • proceeds from the sale of goods and services to members and third parties, generated through activities of general interest, fundraising activities, and the other activities referred to in the previous article;
  • liberal donations from members and third parties, including through public fundraising campaigns;
  • other revenues compatible with the provisions of Legislative Decree No. 117 of 3 July 2017.

The Association may not distribute, even indirectly, profits and/or operating surpluses, nor funds or reserves however denominated, to founders, members, workers and collaborators, directors and other members of corporate bodies, including in the event of withdrawal or any other dissolution of the individual membership relationship.

The Association is obliged to use its assets—including any income, yields, proceeds and revenues however denominated—for the performance of its statutory activities, solely for the pursuit of civic, solidarity-based and socially useful purposes.

7. Financial year

The financial year begins on 1 January and ends on 31 December each year. By 31 March of each year, the Board of Directors approves the annual financial statements, consisting of the balance sheet, the management report and the mission report, or the cash statement in the cases provided for by Legislative Decree 117/2017, to be submitted to the Members’ Meeting for final approval. The governing body documents the secondary and instrumental nature of any ancillary activities in the annual financial statements.

Where deemed appropriate by the Board of Directors or where required by law, the Board of Directors, within the same deadlines provided for the annual financial statements, prepares the social report, to be submitted to the Members’ Meeting by 30 April for final approval.

8. Members

The number of members of the Association is unlimited. The Association may include all natural persons, not fewer than seven, who share the organization’s aims and purposes and voluntarily commit to their implementation. The Association may also include other Social Promotion Associations as well as other Third Sector entities or non-profit bodies, provided that the latter do not exceed 50% (fifty percent) of the number of associated Social Promotion Associations.

Membership is for an indefinite period, without prejudice to the right of withdrawal referred to in Article 9.

Members may be: founding members, honorary members, collective members, ordinary members.

Founding members are all those who took part in the Association’s founding meeting; those who submitted a membership application to the Board of Directors by the date of the first ordinary meeting, subject to the Board’s acceptance, are also considered founding members. At the time of establishment, the election of the governing bodies is carried out directly by those attending the founding meeting.

Honorary members may be admitted, upon invitation of the Board of Directors or the Ordinary Members’ Meeting, among those who have made a highly valuable contribution to the themes of interest to the Association and who accept such invitation.

Collective members may be admitted, by resolution of the Board of Directors, from among organizations interested in the Association’s aims and activities and that carry out qualified activities in the field of bioengineering and its applications.

Ordinary members are natural persons who, by virtue of their scientific and technical training, or their business experience, or their current or future professional activity, are interested in the Association’s aims and who, by submitting a written membership request, declare that they share its purposes and undertake to contribute to their achievement in compliance with this Statute.

All members are entitled to one vote if up to date with the payment of membership fees.

9. Admission and exclusion criteria

Admission of new members is governed by non-discriminatory criteria with respect to gender, ethnicity, race, culture, political or religious beliefs.

Admission is decided by the Board of Directors according to a specific procedure, including the applicant’s commitment to comply with this Statute and to observe any regulations and resolutions adopted by the Association’s bodies.

Applications by other Third Sector entities or non-profit bodies must be signed by their legal representative and must designate a delegate to represent them within the Association. The Board of Directors resolves on admission or rejection at its first available meeting following submission. Any rejection must be reasoned and notified to the interested party within 60 days from the date of the resolution; an appeal to the Members’ Meeting is permitted.

An appeal to the Members’ Meeting is permitted within 60 days from receipt of the notification. The Board of Directors communicates admission to interested parties and records new members in the membership register once they have paid the fee established by the Members’ Meeting. Following registration in the membership register, the applicant acquires the status of member for all purposes; membership is non-transferable.

Membership is lost by withdrawal or exclusion. Notice of withdrawal must be submitted in writing to the Board of Directors, including by email. Exclusion is resolved by the Members’ Meeting, upon proposal of the Board of Directors, after written notification of the charges and allowing the member an opportunity to respond. Exclusion is resolved against a member who:

  • fails to comply with this Statute, any regulations, and resolutions legally adopted by the Association’s bodies;
  • becomes in arrears in paying the annual membership fee according to the procedures established by the Board of Directors;
  • carries out activities contrary to the interests of the Association;
  • in any way causes serious harm, including moral harm, to the Association.

Exclusion becomes effective upon recording in the membership register. Loss of membership automatically entails forfeiture of any office held both within the Association and externally by appointment or delegation.

A member who withdraws or is excluded must fulfill obligations assumed up to the effective date of withdrawal or exclusion. In all cases of termination of the membership relationship, the member or their heirs are not entitled to reimbursement of the annual membership fee paid, nor to any rights over the Association’s assets.

10. Rights and duties of members

All members enjoy the same rights and duties of participation in the Association’s life and activities. All members are entitled to one vote if up to date with membership fees.

Members have the right:

  • to take part in all activities promoted by the Association, receiving information and being able to verify them within the limits and modalities established by applicable law, this Statute and any Association regulations;
  • to elect the governing bodies and to be elected thereto;
  • to participate in members’ meetings and cast their vote on agenda items;
  • to consult the Association’s books by submitting a written request to the Board of Directors.

Members are required:

  • to comply with the statute, regulations and resolutions adopted by the governing bodies;
  • to maintain conduct not contrary to the interests of the Association;
  • to pay membership fees within the established deadlines.

11. Membership fee

Members must pay, within the deadline set by the Board of Directors, the annual membership fee in the amount determined by the Board. The membership fee is non-transferable and non-refundable.

Membership does not entail obligations of funding or further disbursements beyond the fee above; however, members may make additional contributions beyond the annual membership fee.

12. Governing bodies

The Association’s general bodies are:

  • the Members’ Meeting;
  • the Board of Directors;
  • the President and Vice-President;
  • the Supervisory Body, if appointed.

All offices are held on an unpaid basis.

13. Members’ Meeting — composition and minutes

The Members’ Meeting is the Association’s supreme body, regulates its activities, and is composed of all members. The Meeting may be ordinary or extraordinary. An extraordinary meeting is convened to amend the Statute or to decide on the dissolution, merger, demerger, or transformation of the Association; it is ordinary in all other cases.

The Meeting is convened by the President and must also be convened when the Board of Directors deems it necessary or upon a motivated request by at least 1/10 (one tenth) of the members entitled to vote.

Notice of meeting is given in writing, including electronically, at least eight (8) days in advance and must include the agenda, place, date and time of the first call and of the second call. The second call must take place on a different day.

In cases of particular urgency, the Meeting may be convened by email with confirmation of receipt, telegram, certified email (PEC) or fax at least three (3) days before the meeting.

In the absence of formal notice or failure to respect notice periods, meetings attended in person or by proxy by all members, and by all members of the Board of Directors and Supervisory Body (if appointed), are nevertheless valid.

Both ordinary and extraordinary meetings are chaired by the President of the Board of Directors or by the Vice-President if the President is unable to attend, or by another member duly elected by the meeting. If necessary, the Meeting may elect a secretary. Resolutions adopted by the Meeting bind all members, including those absent or dissenting. Discussions and resolutions are recorded in minutes drawn up by a member elected for this purpose or by the secretary, and signed by the secretary together with the chair.

All members registered in the membership register for at least three months and in good standing with the payment of the annual membership fee are entitled to vote at the Members’ Meeting.

Members may also participate in the Meeting by telecommunication means or cast their vote by correspondence or electronically, provided that it is possible to verify the identity of the participating/voting member, in accordance with regulations prepared by the Board of Directors.

Where the Association has at least five hundred members, it may provide for and regulate the establishment and conduct of separate meetings, however named, including for specific matters or for particular categories of members or where activities are carried out in multiple territorial areas. The provisions of the third, fourth, fifth and sixth paragraphs of Article 2540 of the Civil Code shall apply to such meetings, insofar as compatible.

Each member has a single vote and may be represented by another member by granting a written proxy, including at the foot of the notice of meeting. Each member may represent up to a maximum of three members in associations with fewer than five hundred members, and up to five members in associations with at least five hundred members.

14. Members’ Meeting — convening and quorum

The ordinary Members’ Meeting is valid at first call if a majority of members entitled to vote is present; at second call it is valid regardless of the number of members present, in person or by proxy. In resolutions approving the financial statements and in those concerning their liability, directors do not vote.

Resolutions of the ordinary Members’ Meeting are valid when approved by the majority of members present or represented.

The Meeting is convened at least once a year within 120 days from the end of the financial year.

The ordinary Members’ Meeting:

  • approves the financial statements and the mission report pursuant to Article 13 of the Code;
  • provides directives for the Association’s activities;
  • elects the members of the Board of Directors, previously approving their number, and removes them;
  • appoints and removes the statutory auditor for the legal audit of accounts (if applicable);
  • elects and removes the members of the Supervisory Body (if applicable);
  • resolves on the liability of members of the governing bodies and brings liability actions against them;
  • approves any rules of procedure for meetings;
  • ratifies the replacement of resigning, lapsed or deceased Board members resolved by the Board of Directors by drawing from the list of unelected candidates;
  • approves any regulations and amendments thereto;
  • resolves on the exclusion of members;
  • resolves on all other matters submitted by the Board of Directors and attributed to it by law, the deed of incorporation or this Statute;
  • resolves on appeals in the event of rejection of applications for new membership;
  • delegates to the Board of Directors all actions necessary to achieve the objectives defined by the Association;
  • determines spending limits and maximum reimbursements for members performing volunteer activities; such expenses must be duly documented in the manner provided for in Article 5 of this Statute.

Members’ Meeting resolutions must be made available to members and recorded in the register of minutes of the Meeting, kept by the Board of Directors.

15. Extraordinary Members’ Meeting

The extraordinary Members’ Meeting is held in accordance with the procedures set out in Article 13. It approves amendments to this Statute and resolves on the merger, demerger, or transformation of the Association.

The Extraordinary Meeting is valid at first call if two-thirds of members entitled to vote are present; at second call if at least half plus one of members entitled to vote are present; and at third call—which may not be held on the same day—regardless of the number of members present. The Meeting resolves by an absolute majority of valid votes cast.

To resolve on the dissolution of the Association and the allocation of its assets, the favorable vote of at least three quarters of members, in person or by proxy, is required both at first and second call.

16. Board of Directors

The Board of Directors is composed of nine (9) directors, chosen from among the members, including at least two Full Professors, two Associate Professors, one University Researcher (including fixed-term), and one tenured Researcher affiliated with a public research body. This condition must be verified at the time of appointment.

The Board of Directors remains in office for three years, for a maximum of two terms for each member. Article 2382 of the Civil Code applies.

The Board elects from among its members, by an absolute majority of votes, the President, the Vice-President and, if applicable, the Treasurer.

Where appointed, the Treasurer oversees the collection of revenues and payment of the Association’s expenses and, generally, any act involving an increase or decrease in the Association’s assets; maintains the cash book and all documents specifically related to the entrusted function.

In the event of death, resignation or any other cause of cessation of an individual director, the Board remains in office with the remaining directors until its expiry. If, as a result, the Board is reduced to fewer than six members, it shall be deemed to have lapsed and shall convene a Members’ Meeting to renew the entire body.

All Association offices are unpaid. Directors may be reimbursed for expenses actually incurred and duly reported in connection with the performance of assignments and activities on behalf of the Association, up to the maximum set by the Members’ Meeting.

The Board of Directors is accountable to the Members’ Meeting for operational management, implements the Meeting’s mandates and decisions, and is vested with the broadest powers for ordinary and extraordinary administration, without prejudice to powers reserved by law or this Statute to the Members’ Meeting. In particular, it:

  • implements all resolutions of the Members’ Meeting;
  • drafts and submits to the Members’ Meeting the financial statements and mission report pursuant to Article 13 of the Code;
  • resolves on applications for new membership;
  • submits proposals for the exclusion of members to the Members’ Meeting;
  • submits annual membership fees and any extraordinary contributions to the Members’ Meeting for approval;
  • determines maximum reimbursements for members performing volunteer activities; such expenses must be duly documented in the manner provided for in Article 5 of this Statute;
  • approves the amount of compensation for any paid services deemed necessary for the regular functioning of the Association’s activities;
  • determines the amount of the annual membership fee;
  • resolves on the exercise and identification of any other activities pursuant to Article 4 of this Statute;
  • may establish committees, involving members or external experts, for the definition and implementation of specific programs and projects.

The Board is chaired by the President or, in the President’s absence, by the Vice-President or, in the latter’s absence, by a member elected for this purpose by the Board.

The Board is convened by the President at least four times per year and whenever there is business to decide upon, or upon request by at least one third of its members.

Notice of meeting is given in writing, including electronically/telematically, at least eight (8) days in advance and must include the agenda, place, date and time. In the absence of formal notice or failure to respect notice periods, meetings attended by all Board members and by the Supervisory Body (if appointed) are nevertheless valid. In cases of particular urgency, the Board may be convened by telegram or email sent at least three (3) days before the scheduled date.

The Board may also meet by telecommunication means or cast votes by correspondence or electronically/telematically, provided that it is possible to verify the identity of participating/voting members.

Minutes of Board meetings, prepared by the Secretary and signed by the Secretary and the chair, must be recorded in the register of minutes of the Board of Directors’ meetings and resolutions, kept by the Board.

For the validity of resolutions, the effective presence of a majority of Board members is required. Resolutions are valid with the vote of the majority of those present; in the event of a tie, the resolution is deemed not approved.

The power of representation attributed to directors is general. Limitations on the power of representation are not enforceable against third parties unless they are entered in the Single National Register of the Third Sector or unless it is proven that third parties were aware of them.

17. President

The President is elected by the Board of Directors from among its members. The President has legal representation of the Association vis-à-vis third parties and in court; ensures implementation of resolutions of the Board; oversees all activities of the Association; convenes and chairs the Board of Directors, for whose work the President is accountable to the Members’ Meeting; and convenes the Members’ Meeting.

In the event of absence or impediment, the President’s functions are performed by the Vice-President.

In urgent cases, the President assumes the powers of the Board of Directors and adopts the necessary measures, while convening the Board at the same time for their approval; the President’s urgent measures must be examined by the Board at its first subsequent meeting.

18. Supervisory Body

Where deemed necessary and, in any case, in the circumstances required by law pursuant to Article 30 of the Code, the Members’ Meeting appoints a Supervisory Body, which may be a single-member body, as decided by the Meeting at the time of appointment.

Article 2399 of the Civil Code applies to members of the Supervisory Body. Members of the Supervisory Body must be chosen from the categories referred to in Article 2397(2) of the Civil Code. Where the Supervisory Body is collegiate, the above requirements must be held by at least one member.

The Supervisory Body oversees compliance with the law and this Statute and the principles of proper administration, including with reference to Legislative Decree 8 June 2001, No. 231, where applicable; and oversees the adequacy of the organizational, administrative and accounting structure and its actual functioning.

It may also, upon exceeding the thresholds referred to in Article 31(1) of the Code, perform the legal audit of accounts. In such case, the Supervisory Body is composed of statutory auditors registered in the appropriate register.

The Supervisory Body also performs monitoring tasks regarding compliance with civic, solidarity-based and socially useful purposes, with particular regard to Articles 5, 6, 7 and 8 of the Code, and attests that the social report has been prepared in accordance with the guidelines referred to in Article 14 of the Code. The social report reports on the outcomes of the monitoring carried out by the Supervisory Body.

The Supervisory Body remains in office for three (3) years and may be reappointed within the limits of the law.

Members of the Supervisory Body may, at any time, also individually, carry out inspection and control activities and, for this purpose, may request information from directors on the progress of operations or on specific matters.

19. Dissolution

The extraordinary Members’ Meeting may decide to dissolve the Association with the favorable vote of at least three quarters of members entitled to vote. In the event of dissolution for any reason, the Meeting appoints one or more liquidators and determines the procedures for liquidation of the Association’s assets and their allocation, in compliance with the provisions of the following paragraph.

In the event of dissolution, cessation or extinction of the Association, any remaining assets shall be allocated—subject to the prior favorable opinion of the office referred to in Article 45(1) of the Code, and unless otherwise required by law—to other Third Sector entities or, failing that, to the Fondazione Italia Sociale.