Statute of the cultural association 'Italian Research Group on Origen and the Alexandrian Tradition'
SEAT, CONSTITUTION, DURATION, CORPORATE PURPOSE
ART. 1) The Cultural Association called "Italian Research Group on Origen and the Alexandrian Tradition" is constituted.
ART 2) The Association has its registered office in Pisa, at the Department of Classical Philology, via Galvani 1.
[By resolution of the extraordinary meeting held on 29/05/2019 the registered office of the association was moved to the Dipartimento di Filologia Classica e Italianistica, Alma Mater Studiorum – Università di Bologna, Via Zamboni 32, I-40126 Bologna]
The Association has unlimited duration.
ART. 3) The Association is non-profit making. The members are bound to a correct behaviour both in internal relations and towards third parties, as well as to the acceptance of the rules of the present Statute.
ART 4) The statutory purpose and institutional activity of the Association is to encourage, promote and spread the scientific study, knowledge and appreciation of Alexandrian Christianity and, in particular, of Origen as its greatest exponent - against the background of the Jewish, Hellenistic and Egyptian traditions - as well as their fortune in history.
To this end, the Association
In order to achieve its aims, the Association may collaborate with public and private, academic and cultural bodies, both Italian and foreign.
MEMBERS
ART. 5) The Association is open to all those who, cultivating studies in the field described above and contributing in various ways to Italian research, share the aims of the present Statute and intend to participate in the activities organised by the Association to achieve them.
ART 6) New memberships to the Association shall be decided by the assembly of members with a majority of two thirds of the participants. The written application for membership must comply with the following procedures and indications
[By resolution of the assembly held on 04/12/2020, a curriculum vitae of research and professional activity must be attached to the application]
It is up to the General Meeting to decide on this application within 180 days. In the event of non-admission, the interested party may appeal, within the following 30 days, to the Assembly which, in its first convocation, will make a final decision.
ART. 7) Members have the right to participate in all the activities of the Association and to intervene with single voting rights (exercisable directly or by written proxy) in the Assemblies. Each member may receive a maximum of five proxies. It is possible to withdraw from the Association at any time by notifying the President in writing. Participation in the life of the Association shall not be temporary. The membership fees or contributions are non-transferable, pursuant to art. 148 of the T.U.I.R. (Consolidated Act on Income Tax) and are not renewable.
ART. 8) Members are obliged to pay the annual membership fee established by the Assembly of Members, to comply with the Statute and the resolutions taken by the social organs, to pay extraordinary fees to integrate the social fund. Membership shall lapse due to arrears if the membership fee is not paid for three consecutive years. Members expelled for arrears may, upon request, be readmitted by paying a new membership fee.
ART. 9) The Members' Assembly may resolve, by a majority of two thirds of those present, the expulsion of a member who is in serious breach of the obligations deriving from the present Statute and from any internal regulations, as well as for behaviour detrimental to the prestige and activities of the Association. The reasons for the proposal of expulsion must be communicated to the member before the meeting in which it will be put to the vote, in order to allow a possible intervention in discharge. Expelled or expelled members may appeal against the measure in accordance with the procedures set out in Article 6 of these Articles of Association.
ORGANS OF THE ASSOCIATION
ART. 10) The organs of the Association are:
a) The Assembly of Members;
b) The President;
c) The Secretary-Treasurer;
d) the Director of the journal "Adamantius".
ART. 11) The sovereign Assembly of Members is composed of all the members for whom this qualification exists at the time of convocation.
ART. 12) The Assembly of Members shall be ordinary or extraordinary.
a) The ordinary Assembly is convened by the President at least once a year to discuss the progress of the Association, the administration, the planning and the implementation of the activities provided for by the Statute. The Assembly is chaired by the President, who in turn appoints a secretary from among the members to take the minutes. The Ordinary Assembly shall also be convened whenever the President deems it appropriate, or at the request of at least one third of the members, with an indication of the matters to be discussed; in this case the Assembly shall be convened by the President within thirty days of receipt of the request.
b) An Extraordinary General Meeting shall be convened by the President to resolve on amendments to these Articles of Association, or to resolve on the dissolution of the Association, in accordance with the provisions of art. 23 below.
The convocation of the Assembly (ordinary or extraordinary) may be sent by registered letter with acknowledgement of receipt, by e-mail, by fax, or by any other means that ensures proof of receipt, at least 8 days before the date set, with a notice indicating the date, time and place (of the first and second convocation), as well as the agenda. The choice of the location for the Assembly is delegated to the President, having consulted the Secretary-Treasurer and the Director of the journal "Adamantius", so as to encourage the widest participation of the members.
During the first ordinary Assembly of the calendar year, the budget and the final balance are approved, as well as the membership fees, which can be differentiated according to the level of incardination in the University or in other paid research organisations, without this implying any kind of diversity among the members. When provided for, the Assembly elects the social offices.
The resolutions of the Assembly, in addition to being duly transcribed in the relevant minute book of the Members' Meetings, are sent to all Members by post, fax or e-mail.
ART. 13) In the first call, the Ordinary Shareholders' Meeting shall be regularly constituted with the presence of at least half of the members plus one and shall validly resolve by absolute majority of those present on all the items on the agenda, except in cases where the Articles of Association expressly provide for different majorities.
In second call, the Shareholders' Meeting is duly constituted regardless of the number of members present, and deliberates validly with an absolute majority of those present on all the items on the agenda, except in cases where the Articles of Association expressly provide for different majorities.
The Extraordinary Shareholders' Meeting is validly constituted and deliberates, in first call, with the presence of at least two thirds of the members; in second call, it is validly constituted with the presence of at least half plus one of the members and deliberates validly with the absolute majority of those present.
ART. 14) Voting may be by show of hands or by secret ballot, when requested by at least one tenth of those present. Voting always takes place on the basis of the single vote principle pursuant to article 2352, second paragraph, of the Italian Civil Code.
ART. 15) The Chairman is elected by the Ordinary Shareholders' Meeting with a majority of two thirds of those present. The Chairman is the legal representative of the Association and the corporate signature. He presides over and convenes the Assembly, both ordinary and extraordinary, and supervises the administrative and economic management of the Association. The President is authorised to carry out all acts of ordinary and extraordinary administration decided by the General Assembly and is empowered to sign on behalf of the Association. In cases of particular urgency, he may act on his own initiative, having heard the Secretary-Treasurer and the Director of "Adamantius", reporting to the first useful Assembly, which will ratify his actions.
ART 16) The Secretary is elected, on the proposal of the President, by the Assembly of members with a majority of two thirds of those present. He collaborates with the President and is in charge of the regular keeping of the members' book and of the minutes of the Assembly. He also acts as treasurer and is responsible for the economic performance of the Association; he ensures the regular keeping of the accounting books and carries out any operation concerning the good economic performance of the Association.
ART. 17) The Editor-in-Chief of the journal "Adamantius" is elected by the Ordinary Meeting of Members with a majority of two thirds of those present. He makes use of an editorial board proposed by him and approved by the ordinary Assembly with the majority of two thirds of those present. The office of Editor-in-Chief of the journal can be cumulated with that of President.
ART 18) All corporate bodies shall hold office for four years and may be re-elected once. In the event of a vacancy, the Assembly shall hold new elections. All the social bodies are free and honorary, except for the reimbursement of expenses, duly documented, for particular tasks determined by the Assembly within the limits of the law.
INCOME AND ASSETS OF THE ASSOCIATION
ART. 19) The Association's patrimonial fund is indivisible and consists of
a) the ownership of the publication "Adamantius";
b) all the operating surpluses set aside in previous years.
The income of the Association consists of:
c) membership fees, contributions, disbursements and various legacies;
d) annual and extraordinary contributions from members;
e) conventions with public and/or private bodies;
f) occasional public fundraising through awareness campaigns;
g) other proceeds, including those of a commercial nature, which may be obtained by the Association for the pursuit or support of its institutional activity.
Art. 20) The sums paid for the annual membership fees of the Association are not refundable in any case, and are not transferable either inter vivos or mortis causa.
ECONOMIC AND FINANCIAL REPORT
ART. 21) The financial statement shall cover the financial year from 1st January to 31st December of each year and shall be submitted by the President and the Secretary-Treasurer to the Assembly for approval by 30th April of the following year and approved by the Assembly during the ordinary meeting. The financial statement, in addition to a brief description of the economic-financial situation of the Association, with separate indication of the institutional activities carried out from the commercial and/or marginal production activities, shall contain a brief description of the goods, contributions, bequests received and of the Association's assets.
ART. 22) The financial statement duly approved by the Ordinary Meeting, as well as being duly transcribed in the minute book of the Members' Meetings, shall be sent to all Members by post, fax or e-mail.
DISSOLUTION OF THE ASSOCIATION
ART. 23) The dissolution of the Association must be deliberated by the Extraordinary Shareholders' Meeting with the favourable vote of at least two thirds of the members both in first and second convocation.
ART. 24) In the event of dissolution, the Assembly shall appoint one or more liquidators, who may or may not be members, determining their compensation, if any.
The residual assets resulting from the liquidation shall be devolved to other associations with similar aims or purposes, or for purposes of public utility, after consultation with the control body pursuant to article 3, paragraph 190, of law no. 662 of 23 December 1996, and unless otherwise required by law.
FINAL PROVISIONS
ART. 25) For all matters not expressly provided for by these Articles of Association, reference is made to the laws in force concerning unrecognised associations.
