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Bylaws

Article 1

The name of the organization is “Studi e Ricerche per il Mezzogiorno” (Studies and Research for the Mezzogiorno), in short SRM, hereafter referred to as the Organization. The office of the Organization shall be in Naples, Italy, at Via Toledo 177 and the activities of the Organization are compliant with and governed by current State laws and the following bylaws.

Article 2

SRM is a not-for-profit membership Organization.

Article 3

The Organization engages in economic research and promotion of culture as contributions to the development of the Mezzogiorno in its European and Mediterranean scope.

The Organization performs analyses of trends in the main economic sectors in specific geographical areas and investigates entrepreneurial initiatives also with the aim of providing public and private operators in the Mezzogiorno with technical assistance. In particular, this activity regards EU interventions and the economic relations between Italy and Countries of Southern Mediterranean.

The Organization also promotes culture, news and communication activities with the aim of increasing the economic culture of the territory, which is mainly obtained through the publishing of specialized materials and the organization of seminars and conferences.

In particular, the Organization is specialized in research about regulations, finance and initiatives of development that concern local administrations as well as topics such as the funding and implementation of infrastructures necessary to value the southern territory.

The Organization may as well perform activities of study and monitoring of productive and economic initiatives, even on behalf of local public institutions or private companies, provided that these are not in contrast with the interests of its members.

The Organization may take part in public tenders even for EU, national or local funds with objectives linked to its functions and activities on the territory.

The Organization may also avail itself of the possibility to register and manage technical and scientific publications on topics of interest to its members and may also seek contributions from foundations or other entities in order to perform its activity of cultural economic and financial promotion, of great general interest to Southern Italy.

The Organization may avail itself of the cognitive and informative tools of its members such as databases, publications and scientific journals, in compliance with the supply contracts of the services. The Organization may as well use the consultancy and collaboration of external experts in order to perform specialized services. It may also establish collaborative relations with other centers of study as well as national and foreign universities, with the aim of achieving its members’ goals also through the collaboration of young and talented graduates to which grants or fixed-term contracts may be offered.

The Organization may perform any other activity linked or similar to the aforementioned aims, as well as performing all actions and closing all contracts regarding real estate, movables, industry and finance that are necessary or useful to the achievement of the members’ goals or directly and indirectly relevant to these.

Article 4

The Organization shall remain in operation until 31st December 2030.

The assembly of members may extend this term.

Article 5

The subjects that participated in the foundation of the Organization are recognized as founding members and, prior to the assembly of members’ decision, this title may be awarded to a company replacing a founding member pursuant to merger, incorporation or substitution of subsidiary company by a parent company of the same business group. Furthermore, the title of founding member is conferred by the Assembly on ordinary members which, once admitted to the Organization in compliance with clause 5 below and possessing high institutional, social or economic profile, submit their application and deposit their membership due into the assets of the Organization.

Alongside ordinary and founding members, bodies, companies, authorities, organizations and natural persons interested in the Organization’s activities can also be awarded membership as “supporters”.

“Supporters” do not vote in meetings, they cannot be appointed as officers and must only pay the membership due as per article 6 below.

Henceforth, the term “members” will exclusively indicate ordinary and founding members.

It is the assembly of members’ duty to approve the admission of new members such as legal persons, companies and public or private entities that have shown special interest in the field of research and in the cultural promotion of Southern Italy.

The Board of Directors, on the other hand, establishes the norms regulating admission, participation and withdrawal of “supporters”.

Article 6

Membership to the Organization is free and voluntary.

This obligates founding, ordinary and supporter members to fully agree to and comply with the present bylaws, and to follow the resolutions of the representative bodies of the Organization, as well as maintain confidentiality on all of the Organization’s issues.

Members are also obliged to pay their annual membership due within the terms established by these bylaws.

The dues that “supporters” are obliged to pay are defined by the Board of Directors.

Members have a right to participate in assemblies and to exercise in those instances their full and equal right to vote.

Article 7

Members can withdraw from the Organization through a written statement to be submitted six months before the end of the Fiscal Year.

Due to the nature of the Organization, to the functions delegated to it by these bylaws and the time horizon of its research and analysis activities, the effectiveness of the statement of withdrawal of a member is deferred until the end of the year following the one during which the statement of withdrawal is submitted, with a consequent medium-term persistence of all the membership obligations (of a financial and non-financial nature) for the member.

In case a member is replaced by a parent company, withdrawal happens with immediate effect once the administrative procedure described in article 5 above is completed. The replacing company undertakes all the obligations of the withdrawn member.

A special hypothesis of withdrawal remains valid as per Article 14 of these bylaws.

Article 8

The organization has the following administrative bodies:

  1. a) The Assembly of Members
  2. b) the Board of Directors
  3. c) the President
  4. d) the General Manager
  5. e) the Board of Auditors

The election of the aforementioned administrative bodies is free.

Article 9

The Assembly of Members is formed by all members complying with the payment of their annual membership due.

Article 10

At the assembly, a member may be represented by another member, by means of a written proxy to be noted in the book of minutes. The same member is not allowed to have more than three proxies. At the Assembly, each member has the right to one vote.

Article 11

The members may participate in special or regular meetings.

The regular meeting approves of:

  • Appointment of the Board of Directors
  • Appointment of the President
  • Appointment of the members of the Board of Auditors
  • Emolument of the aforementioned bodies
  • Budget (with definition of annual membership dues) and final balance
  • Admission in the members group and more generally the definition of relative rights and duties
  • The direction of the Organization’s activities pursuant to the proposal of the Board of Directors
  • Every other issue submitted by the Board of Directors

The special meeting approves of:

  • Amendments of the bylaws
  • The extension, dissolution or liquidation of the Organization (allowing for the allocation of assets in accordance with the law and with the provisions of these bylaws).

Article 12

The Assembly of Members is called by the President pursuant to indication of the Board of Directors, at least twice a year, before April for adopting the final balance and before November for passing the budget, for future operations, and for the definition of annual membership dues.

This assembly is also called every time the Board of Directors deems it necessary as well as when at least one tenth of members officially and reasonably request that it is convened.

In the latter case the President is obliged to call the assembly within thirty days of receiving the request.

Article 13

The Assembly is called by means of a notice to be sent by fax, signed mail, or by hand, at least fifteen days in advance, containing the agenda, the place, the day and time of the meeting (both of the first and second call). In urgent cases the Assembly can be convened by means of a notice to be sent by telegram, fax or e-mail at least 24 hours before the meeting.

The Assembly, as long as it is totalitarian, is in any case validly constituted even in the absence of a
convocation.
The meetings of the Assembly will take place at the headquarters of the organization or, when circumstances require, also in another place.

The Assembly can also be held by teleconference or videoconference, provided that all the participants are identifiable and are able to follow the discussion and intervene in real time in the discussion of the topics addressed. In this case, the Assembly is considered held in the place where the President and the Secretary of the Meeting are located in order to allow the drafting and signing of the relative minutes.

Article 14

Assembly’s decisions are approved by means of favorable vote of at least three quarters of the members.

It is only the decisions regarding the definition of annual membership dues that need to be approved unanimously. Should unanimity not be achievable due to a member’s absence, disapproval or abstention, this person will have the special permission to withdraw from the Organization with effect from 31st December of the undergoing year, by means of written request to be submitted within fifteen days of the Assembly’s meeting date.

Article 15

The Assembly is chaired by the President or, in his absence, by the oldest member of the Board of Directors.

Secretary’s duties are performed by the General Manager of the Organization or, in his absence, by another member appointed by the President.

The President of the Assembly validates proxies and the rights to intervene and to vote.

Meetings have minutes signed by the President and the Secretary.

Decisions of the Assembly and annual balance sheets are made available to members and can be consulted at the Organization’s office.

Article 16

The Board of Directors is formed by a minimum of three members including the President and by a maximum of nine and these must not necessarily be members of the Organization. The Board of Directors has the following duties:

  • Setting guidelines of the activity
  • Drafting and presenting budget and final balance sheets to the Assembly
  • Appointing the General Manager of the Organization and establishing its duties and emolument
  • The option to appoint a scientific board with technical-consultancy functions and to design its composition
  • Deciding on the admission, participation and withdrawal of “supporters” as per articles 5 and 6 above.
  • Deciding on initiatives entailing the organization of conferences and seminars, the use of external collaborators and consultants as well as the award of grants
  • Exercising all the broadest powers of ordinary and extraordinary administration and policy-making.

Article 17

The Board of Directors may amend bylaws with the aim of streamlining the functioning and organization of the Organization, in case these have not been arranged for by the Assembly.

Article 18

The Board of Directors usually meets every three months but can also be called every time the President deems it necessary or upon proposal of the absolute majority of its members as put forward by the same President.

Article 19

The Board of Directors is called by the President by means of telefax or email with at least five days’ notice and with the indication of the agenda, day, place and time of the meeting.

In case of emergency the meeting can be called by means of telegram, telefax or email with at least 24 hours’ notice.

Meetings of the Board of Directors can also be held by teleconference or videoconference, provided that all the participants are identifiable and are able to follow the discussion and intervene in real time in the discussion of the topics addressed. In this case, the meeting of the Board of Directors is considered held in the place where the President and the Secretary of the Meeting are located in order to allow the drafting and signing of the relative minutes.

The role of Secretary of the Board of Directors is performed by the General Manager of the Organization or, in his absence, by a different individual (who may not be a member of the Board) as appointed by the President.

Article 20

Each director in the Board shall hold office for three years. Its members can be re-elected.

Article 21

The decisions of the Board of Directors are considered valid if the majority of its members is present and if these vote for a particular decision. In the event of a tie vote, the President’s vote prevails.

Article 22

Members of the Board of Directors (including the President) may be removed from office by reason of resignation, death or absence from three consecutive meetings of the Board of Directors.

In case of removal of one or more of its members (until a maximum of one third of the original number of members) the Board of Directors may proceed by means of co-optation to adding members to the Board.

The Board will request confirmation of these appointments at the first Assembly of the Organization, which may in any case proceed to reduce the number of members or appoint a different member.

Article 23

The President:

  • has the signature and legal representation of the Organization in court, for the execution of the decisions of the Board of Directors and within the powers conferred on him by the Board itself.
  • Defines, with the support of the General Manager, the strategies of research, cultural promotion and analysis of the Organization within the boundaries of the Budget approved by the Assembly and in compliance with the guidelines set by the Board of Directors.
  • Chairs meetings of the Assembly and of the Board of Directors
  • Performs any other function assigned to him by the Board of Directors or by these bylaws

The President shall hold office for three years and can be re-elected.

Article 24

In the event of absence or unavailability of the President, his functions shall be performed by the oldest member of the Board of Directors.

Article 25

The General Manager shall hold office for three years and can be re-nominated.

The General Manager oversees the technical and administrative operations of the Organization in compliance with the general guidelines set by the Board of Directors.

In particular, he organizes and manages the activities of research and analysis as well as those of cultural promotion. He also edits the drafts of budgets and final balances to be submitted to the Board of Directors and performs all the functions that this body assigns to him. He can also make proposals regarding the activities of analysis, research, cultural promotion and anything else that may serve the purposes of the Organization.

Article 26

The Board of Auditors is formed by a maximum of three members (including the President) appointed by the Assembly of members.

The Board of Auditors checks on financial management, ensures the regularity of accounts, expresses advice through specific reports on the final balance and performs cash inspections. This body also oversees the compliance with current State laws and the bylaws hereby illustrated.

Auditors participate in assemblies of members and may participate in meetings of the Board of Directors.

The Board of Auditors shall hold office for three years and its members may be re-elected.

Article 27

The Scientific Committee, when appointed, performs technical-consultancy functions and is formed by a maximum of 18 members alongside the President and the General Manager. These members may belong to universities, scientific bodies or public institutions or may be individuals possessing a proven track record of entrepreneurial success or high level of expertise in the fields of economics and finance.

The Board of Directors sets the norms regulating the functioning of this body and appoints its members establishing the duration of their office and their emoluments.

Article 28

The fiscal year of the Organization shall be 1st January – 31st December.

Article 29

The Organization aims to maintain a balanced budget.

Outgoings regarding the functions of the Organization are annually shared amongst members when approving the Budget.

Membership dues must be settled in two half-yearly instalments by: a) 10th January, on the basis of the approved budget and b) 10th July, unless otherwise indicated by the Assembly of members.

In the event of variances highlighted in the final balance – as previously approved by the Assembly in compliance with the provisions of article 14 above – these shall be settled within 20 days following approval of the final balance and shall be divided among members proportionally to their membership share.

However, the members who hold the form of bodies referred to in the legislative decree 20 November 1990, n. 356 and subsequent amendments and additions, given the particular regime that distinguishes their operations, will have the right to be exempted from participating in the balancing of any variances.

Furthermore, wherever during the activity non-budgeted services are requested and these involve the support of specific costs for the sole interest of individual participants, these expenses will be borne by the latter.

The membership due is not transferable and cannot be revalued.

Article 30

Assets of the Organization are its account as well as its movables and real estate purchased during the course of its management.

Assets of the Organization shall be exclusively destined to the pursuit of the aims of the Organization, in accordance with its act of constitution and bylaws.

In the event of surplus, this shall be used to perform institutional activities or other actions related to these, also through the allocation to accounts or funds, and may not be distributed to members.

Article 31

The member who decides to withdraw from the Organization loses every right to the assets of the Organization.

In the event of a member company being replaced by a parent company the latter acquires the former’s right to the assets without further obligations, once the administrative procedure is completed as per article 5 above.

Article 32

Upon dissolution, all property and assets, minus liabilities, shall be distributed to another organization with similar objectives or pursuing the public interest, once the sector’s auditing body is consulted and in accordance with the decisions of the Assembly made with legal majority, unless otherwise indicated by law.

Article 33

For what is not expressly provided for in these bylaws, all the legal provisions in force on the subject are intended as hereby referred to and transcribed.

 

 

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