(Approved by Presidential Decree no . 434 of 18 June 1974, which was then modified to adapt it to the Legislative Decree no. 460/97 about Non-Profit Organizations; changes were recorded
in the registry of legal entities of Rome, no. 253/1975,
by decision of the prefect on 31/3/2004)
Mission and Structure of the Society
Art. 1- Name and Purpose.
SIPS, The Italian Society for the Advancement of Science (non -profit social organization) has the objective of promoting the progress, coordination and divulgation of science and its applications and to foster relations and cooperation between scholars.
Art. 2 -Activities of the Society.
True to the spirit of its objectives, the Company adjusts its cultural work in the Country according to certain guidelines that also respond to specific needs of modern times, namely:
a) to organize multidisciplinary meetings for discussion of scientific and technical problems that strongly affect social, economic and educational interests;
b) to connect the world of culture and scientific research to the world of technology and business operators;
c ) to inform and raise awareness of scientific problems, to an ever-increasing public in the Country.
d ) to publish and divulge the Proceedings of the Meetings, as well as a general journal.
Art. 3 – Scope of the Activities
The Society carries out its work not only in the scientific circles, but also in those of economy, agriculture and industry of the Country.
Art. 4 – Divulgation of its Activities Abroad
The Society also performs divulgation of Italian science into othr Countries, maintaining relationships with sister organizations and foreign academies, also via the exchange of publications .
Art. 5 – Location of the Society
The Society, as a legal entity, is based in Rome .
The Society's offices constitute the legal domicile and the Presidency with the offices of the Society.
Art. 6 – Mission of the Society
The Society founds its mission on the sharing of the various cultural disciplines, focusing to those specific areas of interest that characterize current problems and issues of contemporary society .
Art. 7 – Members
As members, the Society accepts natural and legal persons (universities, institutes, schools, companies, associations and institutions in general) who reside in Italy and abroad interested in the progress of science and who propose to ensure its divulgation.
Art. 8 – Registration of Members
Membership applications should be sent to the President of the Company, in written form, and countersigned by two existing members. For registration of legal entities, an formal request by their legal representative (or delegate) is required. The Governing Board reserves the approval of all applications.
Art. 9 – Member Catergories
Members are divided into: members of honor; members for special merits; ordinary; junior.
The appointment of members of honor is for life and is reserved for people of high scientific value or especially praiseworthy for the Society. The appointment is made by the Presidency Council and ratified by the general meeting of members.
The number of members of honor can not be greater than 60, of which 30 must be Italian. Certain rules establish the conditions for recognition in the other categories of members : 1) special merits; 2) ordinary; 3) junior.
Art. 10 -Expiration of Membership
Member expiration happens by voluntary resignation or by resolution of the Presidency Council, ratified by the general meeting of members. Also, non-payment of association dues will result in the expiration of Membership.
Direction and Administration of the Society
Art. 11 – Governing Board.
The Society is managed by a Governing Board consisting of a President (or Chairman), a Vice-Chairman, a Director, a Secretary General and eight counselors, all chosen among members and elected by the General Assembly by secret ballot and by a majority of the votes cast. The Board remains in office for four years, and components may be reelected for a second term.
Art. 12 - Deliberations of the Council of the Presidency
The deliberations of the Council of the Presidency are valid with the presence of at least half of the members and by a majority vote of those present. In case of a tie, the vote of the President prevails.
Gratuity of Office – Expiration of Counselors
All appointments and offices are non-paid positions except the Secretary of Organization (art . 27) that will be paid as determined by the Council of Presidency. The members of the Presidency Council are, however, entitled to reimbursement of expenses incurred for the interest of the institution.
Components which did not participate at the meetings for three consecutive meetings without justification will automatically be considered in forfeiture of their position. In case of forfeiture or resignation of members of the Presidency Council, they will be replaced according to the results of elections to be held at the first general meeting of the Members.
Art. 14 - Fiscal Year - Financial Statements - Auditors
The fiscal year begins on January 1 and ends on December 31 of each year.
The Presidency Council looks after the administration of the Company, approves the budget and prepares the financial statement to be approved by the general meeting of Members to be convened at least once a year. Financial statements should be sent, if due, to the proper Ministry within 15 days of approval. The statement must be filed with the office of the Society within 15 days prior to the session for approval in order to be consulted by any member. The budget and balance sheets are published in abridged form in the periodical of the Company.
Checking the accuracy of the economic and financial management ofthe Society is performed by the auditors, three effectives and two substitutes, elected at the same time as the Council Presidency and for the same duration. Substitute auditors will occupy their position according to their order of seniority, succeeding to those auditors that because of resignation or for any other reason are no longer able to carry out their appointed duties. The substitute auditors who replace the effective auditor remain in office until the regular renewal of the entire Board.
The auditors regularly report in writing on the progress of the economic and financial management at the time of the approval of the final budget.
Art. 15 – The President of the Society
The President of the Society fulfills the following:
- He or she represents the Society, both in relations with the Members as well as with third parties and the authorities
- He or she convenes and presides over the Council Presidency
- He or she convenes and presides over the General Meeting and the General Meeting of the members
- He or she appoints all the offices for which is not otherwise provided in this statute, after a hearing with the Presidency Council
- He or she signs correspondence and awards contracts, but for all acts involving the company's assets, he or she must sign in agreement with the Administrator.
The President, in case of absence or impediment, is replaced, for all intents and purposes, by the Vice President or by the Counselor with the most seniority.
Art. 16 - Duties of the Council (Board) of the Presidency
The Council of the Presidency must also perform the following tasks:
a) to approve topics of current scientific and technical interest that can be subject to both a comprehensive presentation or discussions during the general meetings, as well as a study by special committees or individual members designated for this purpose;
b) to provide prizes of encouragement for scientific research and for science teachers who distinguished themselves in secondary schools;
c) to compile the outline of the scientific program of each general meeting, and give its opinion on any scientific and technical themes suggested by members or by public and private;
d) to review and discuss the proposals approved in general meetings, or otherwise received by the Council of the Presidency of the Company;
e) to appoint the Secretary of the Organization referred to in Art. 27;
f) to delegate – upon proposal of the President and the Administrator – the Secretary General or the Organizational Secretary to provide directly for monthly expenses of management of the Society, with proper advance;
g) to promote cooperation with other organizations or institutions compatibly with institutional purposes.
Art. 17 – Assets of the Society
The Society's assets consist of:
the furnishings of the Society; the collections and the library; the monies and goods, even when purposefully received as an increase of assets, including those with special destination. Society assets are reported in special inventories.
Art. 18 – Resources of the Society
The economic resources of the Society shall consist of:
the surplus assets of the annual budgets; the dues paid by members (special merit, ordinary and junior); the interests of the share capital; ordinary annual contributions from the State; other extraordinary contributions (from the State, public authorities or private); proceeds from the sale of publications and from voluntary donations.
It is forbidden to distribute, even indirectly, profits or surpluses,funds, reserves or capital during the life of the Society, unless the use or distribution is required by law or made in favor of other non-profit organizations, which, by law, statute or regulation are part of the same structure.
Any profits or surpluses must be used exclusively for the development of activities such as in art. 2, activities which must in all cases be aimed to the pursuit of the purposes of art. 1.
As far as the indirect distribution of profits is concerned, it is to be understood as in art. 10, paragraph 6, of Legislative Decree no. 460 of the 4/12/1997.
Art. 19 – Securities Deposit
Monies that are part of the Assets, engaged in securities of the State (or guaranteed by the State) are deposited in custody, in the name of the Society, in Banks designated by the Council of the Presidency.
CHAPTER IV – Meetings of the Society
Art. 20 – General Meetings
The Society shall meet at least every two years - if not prevented by reasons of force majeure
- in a General Meeting to carry out the scientific program referred to in art. 25.
The works of the General Meetings, whilst focusing generally on multidisciplinary issues, may be complemented by side events.
The rules of the Meetings are defined by a rule book.
Art . 21 – Proposal of location for headquarters of General Meetings
The General Meeting shall decide, among other things, on the proposals received by the Chairman of the Society about the venue of the next General Meeting. The Board of the Presidency reserves the right to change the venue under special circumstances.
Art. 22 – Date of Meetings
The Council of the Presidency shall establish the date of each Meeting, and it shall inform the Members at least three months in advance.
Art. 23 – General Assembly of the Members
As part of the works of the scientific program of the general meeting, a General Assembly of the Members may be held. In this case, Members must have notice no later than 20 days before the date of the Assembly.
The General Assembly consists of honor members, special merits members, and ordinary members.
The Assembly is validly constituted (upon first convocation) with the attendance of half plus one of the Members and (upon a second convocation - which can not take place on the same day of the first) regardless of the number of those present.
It is the responsibility of the General Assembly of Members:
a) to approve the annual statement of art. 14;
b) to provide for the election of officers to be held every four years, usually coinciding with the congress;
c) to provide for the election of the Scientific Committee (advisory body) made up of personalities from scientific and cultural fields, as proposed by the Council of Presidency or groups of Members;
d) to establish the amount of annual dues for Members under art . 9, except for honor members;
e) to approve the rule books of the Company;
The General Assembly is convened by the Chairman of the Society by written invitation stating the date, time, place and agenda of the meeting at least 15 days notice. Members who can not attend in person at the general meeting may be legitimately represented (upon written request)by another member (proxy). No member can have more than one proxy.
The General Assembly, in special sessions, is convened by the Chairman of the Company or by its own initiative, or by proper deliberation of the Council of the Presidency, or upon written request of at least thirty Members.
Art. 24 – Special Meetings
In addition to General Meetings, the Presidency Council may convene the members in special meetings, dedicated to scientific conferences on topics of current affairs and of particular interest, or to the granting of awards and social honors. The Board of the Presidency reserves the faculty to invite people outside of the Society to these Meetings.
Art. 25 – Program of the Meetings of the Society.
The Council shall decide the scientific program of the meeting and proceed to the choice of speakers.
Members wishing to address topics related to the themes of the meeting must notify at least two months in advance the Presidency of the Company, by sending the text or an extensive summary of the work. Acceptance, however, is subject to the approval of the Presidency Council. The organization of the meeting at the established headquarters is provided a Committee of Organization, whose members are defined by the rule book.
Art. 26 – Secretary General
The Office of the Secretary General is responsible for the orderly and profitable performance of the Society's activities. It also maintains contacts with academies and scientific associations as in art. 4, as well as with public and private organizations interested in the activity of the Italian Society for the Advancement of Sciences (SIPS).
Art. 27 – Secretary of Organization
The Society may use a Secretary of Organization. This Office assists the Secretary General, and it is responsible for publishing the Congress proceedings and the magazine of the Society; this Secretary participates at meetings of the Council in an advisory capacity, while maintaing secretary duties.
Art. 28 - Activity Report
No later than January of each year, the President shall transmit to the competent Ministry and/or to the control and supervision of the Society a report on the activities carried out by the Society in the previous year.
Art . 29 – Amendments
Any proposed modification to this statute, suggested by the office of the President or by members, must be notified to members at least three months before the date of the General Meeting, where the proposal will be discussed. For approval, it is necessary a favorable vote of at least four-fifths of the members present at the second convocation.
Art . 30 - Dissolution of the Society
The dissolution of the Society is approved by the General Meeting of Members.
In case of dissolution for any reason, the remaining assets of the institution must be donated to another Non-Profit Organization, or other public purposes.
Art . 31 - Referral to common law
This statute has been prepared in accordance with the provisions of Legislative Decree no. 460 of 12.04.1997; for instances not covered by this statute, the rules of the Civil Code and other laws in force.
Art . 32 - Duration of the Society
The Society has an unlimited duration .