Association statute

By becoming a supporting member, your company will enter a network selected and distributed throughout the country ready to ensure, in the event of an emergency, the immediate availability of resources, structures, vehicles in full compliance with procedures and standards approved by the institutions.

Business name

Art. 1) An association called: SOS ARCHIVI has been established on 28 November 2014.

Headquarters

Art. 2) The association is based in Rome, Viale Mazzini n. 11. By resolution of the Governing Council, secondary offices may also be established in other locations in the State or abroad.

Purpose

Art. 3) The association is not for profit, it exclusively pursues the following purposes:

  • increase risk awareness in archives and libraries, in public and private companies, also through the adoption of shared prevention methods and tools, in particular in the pre and post phases of a harmful or calamitous event;
  • cope with environmental risks (seismic events, floods, fires, attacks, structural failures), with the main objective being the recovery of the archival documentary and book heritage;
  • organize a technical-scientific committee and working groups with the active participation of public and private entities, for the in-depth study of issues and aspects related to the correct dissemination of the prevention of risk culture in archives and libraries;
  • formulate new proposals and implement the current ones, disseminate particular prevention measures aimed at correct management of emergencies in coordination with the main support organizations (MIBACT, VV.FF., Civil Protection, UNESCO, etc.);
  • promote, develop information and communication activities in general on the occasion of seminars, events, conferences, workshops, or others.
  • encourage and organize initiatives aimed at raising funds, donations, crowdfunding, receiving contributions and donations from third parties aimed at achieving the corporate purpose.

In order to achieve its institutional purposes, the Association will be able to take holdings in companies, consortia, organizations and bodies, national and/or foreign, as long as they pursue the purposes outlined above.

The Association may develop its activities in collaboration with any other public or private institution, within and within the limits of the statutory purposes.

The association will not be able to carry out activities other than those indicated above, with the exception of those directly connected to them and in any case in a non-prevalent way.

Members

Art. 6) The members of the association are individuals and legal entities, private and public entities, divided in the following categories:

a) founding members: they are all those who intervened in the deed of incorporation and who helped establish the first Governing Council;


b) ordinary members: they are those who, sharing the aims of the association, apply for admission to the Governing Council with the indication of the domicile to which the communications must be sent, and a declaration of full knowledge and acceptance of these statutory rules and the obligations to be these deriving, in particular as regards the payment of membership fees

c) honorary members: are those who, sharing the aims of the association, apply for admission to the Governing Council with the indication of the domicile to which communications must be sent, and a declaration of full knowledge and acceptance of these statutory rules and the obligations to be these deriving.

 

Legal and natural persons are considered honorary members and are appointed as such by the Board of the Association.
Honorary members are not subject to the obligation to pay membership fees. They participate and are promoters of activities and initiatives related to scientific research, in-depth study of technical issues, collaborating with the Technical Scientific Committee.

Those who possess at least one of the following requirements for admission can be admitted to the association:

  •  be an archive or library manager or employee;
  • be a security manager or employee of a company or entity;
  • be a scholar of document archiving, library management or related subjects;
  • be a person who operates professionally in the ICT sector, in particular in the field of management, archiving and conservation of documents and libraries;
  • be a professional in the sectors: digitization and enhancement of archives and libraries, restoration, logistics, safety (fire protection devices), hygiene in the workplace, fixed and mobile equipment for archives and libraries, and similar.

Admission is deliberated – after hearing the opinion of the founding members – by secret ballot and majority vote by the Governing Council, and takes effect from the date of the resolution.

Any refusal must be motivated.

Art. 7) Associates, who are not honorary members, are required to pay the membership fee, differentiated according to the categories, which will be set each year by the Board of Directors.
The fees paid are not repeatable in any way, neither in the event of the dissolution of the individual associative relationship nor in the event of dissolution of the association. The status of shareholder is not transferable.

 

Art. 8) The associates, regardless of the category to which they belong, have equal rights, including that of voting, with the sole exception of honorary members, who do not have the right to vote, but will have a role in the Scientific Committee and/or in connected activities.
They must undertake in the common interest to contribute to the achievement of the purposes that the association proposes according to the rules of this statute and those of the regulations that will be issued by the Governing Council and whose observance is mandatory for all members.
Participation in the association cannot be temporary.


Art. 9) Membership must result from a special register kept by the Governing Council..

Membership is lost in case of:

  • death;
  • withdrawal to be notified by registered letter to the Board of Directors;
  • exclusion; the exclusion operates automatically in the event of default in the payment of the annual fee which lasted for three months; it is approved by the Governing Council in the event of termination of participation in association life, negligence in the performance of the tasks entrusted, violation of ethical or statutory rules. The member affected by the exclusion measure has the right to appeal to the Auditor or the Board of Auditors if appointed;
  • forfeiture: the forfeiture is pronounced by the Board of Directors following the interdiction, incapacitation or conviction of the associate for common crimes in general, with the exception of those of a culpable nature, or for conduct contrary to the law , public order and the aims of the association.

The opening of any procedure for the cases covered must be communicated to the interested party by registered letter and / or certified email.
Readmission can be requested only after the causes that determined it have ceased.

Bodies of the Association

Art. 10) Bodies of the Association are:

a) the Assembly of associates;

b) the Governing Council;

c) the President;

d) the Secretary-General;

e) the Technical-scientific committee;

f) the Auditor or the Board of Auditors.

Assembly

Art. 11) The assembly of the associates must be convened by the Governing Council at least once a year, within 120 (one hundred and twenty) days from the end of the financial year, for the approval of the final and estimated budget and, when necessary, for the appointment of the members of the Governing Council.
The assembly must also be convened whenever the Governing Council deems it necessary or when a motivated request is made by at least one tenth of the members.


Art. 12) The assembly deliberates on the final and estimated budget, on the general guidelines and directives of the association, on the appointment of the members of the Board of Directors, on the amendments to the articles of association and the Statute, on the dissolution of the association and on everything else delegated to you by law or by statute.


Art. 13) The assemblies are convened with a notice containing the indication of the day, time, place of the meeting and the list of matters to be dealt with sent to each member by certified e-mail, fax, or e-mail to be sent at least 15 days before the fixed date. The notice of call will also set the date for the second call.
Theassemblies can also be convened outside the registered office, as long as it is in the territory of the Italian Republic.


Art. 14) Each founding and ordinary member has the right to vote for the approval and amendments of the statute, regulations and for the appointment of the governing bodies of the association.
The assembly is validly constituted with the majority of the members and deliberates with the majority of votes of those present.
On second convocation, the assembly deliberates with the favorable vote of the majority of the members attending, whatever their number.
In the resolutions concerning their responsibility, the directors do not have a vote.
For resolutions concerning amendments to the Articles of Association, the presence of at least three quarters of those entitled to vote and the favorable vote of the majority of those present must be present.
For resolutions concerning the dissolution of the association and the devolution of assets, the favorable vote of at least three quarters of the members is required.
Each associate may be represented by another associate by means of a written proxy. Each member cannot be the bearer of more than two proxies. Votes by mail are not allowed.
The meetings of the assembly can also be held by means of telecommunication, under the following conditions which will be noted in the relevant minutes:

a. that the chairman of the meeting is allowed to ascertain the identity of the attendees, regulate the conduct of the meeting, ascertain and announce the results of the votes;

b. that the person taking the minutes is allowed to adequately perceive the events of the meeting being recorded;

c. that attendees are allowed to participate in the discussion and simultaneous voting on the items on the agenda, as well as to view, receive or transmit documents.
Once these conditions are met, the meeting is considered to be held in the place where the Chairman and the person taking the minutes are present.

Art. 15) The assembly is chaired by the President of the Governing Council assisted by the Secretary General.
Minutes are drawn up of the meetings of the assemblies, signed by the President and the Secretary General.


Art. 16) The votes of the assemblies always take place openly.

Board of Directors

Art. 17) The association is governed and administered by a Board of Directors consisting of a minimum of three members and a maximum of five members appointed by the assembly among the members in the manner provided for by art. 14); they remain in office for three financial years and can be re-elected.


Art. 18) If one or more directors are missing, the others will replace them. The directors so appointed remain in office until the expiry of the Board that elected them.

Art. 19) The office of director is free, except for any reimbursement for expenses incurred.


Art. 20) The Board of Directors is convened by letter to be sent at least seven days before the meeting or, in cases of urgency, by certified e-mail, fax or e-mail to be sent at least forty-eight hours before date, time, place of the meeting and the topics to be discussed.
The meetings of the Governing Council and its resolutions are valid, even without formal convocation, when all the directors in office attend.
The meetings of the Governing Council can also be held by means of telecommunication, under the following conditions which will be noted in the relative minutes:


A. that the chairman of the meeting is allowed to ascertain the identity of the attendees, regulate the conduct of the meeting, ascertain and announce the results of the vote;

B. that the person taking the minutes is allowed to adequately perceive the events of the meeting being recorded;

 

C. that attendees are allowed to participate in the discussion and simultaneous voting on the items on the agenda, as well as to view, receive or transmit documents.
Once these conditions are met, the meeting is considered to be held in the place where the Chairman and the person taking the minutes are present.
For the validity of the resolutions of the Governing Council, the presence of at least half of the directors is required and the resolutions are taken by majority vote; in the event of a tie, the vote of the person chairing the meeting prevails.
Minutes are drawn up of the resolutions of the Governing Council, signed by the President and the Secretary General.

Art. 21) Directors are obliged to participate in Board meetings. If a director does not participate in two consecutive meetings without justified reason or in any case, if lower than those held during an entire financial year, he is considered to have resigned.

Art. 22) The Governing Council meets whenever the President deems it necessary or when requested by the majority of the directors.
The meetings of the Governing Council are chaired by the President or, in his absence, by the person designated by those present.


Art. 23) The Governing Council is invested with the widest powers for the ordinary and extraordinary management of the association including, among others, those of:

 

a) ensuring the achievement of the aims of the association;

b) calling the meetings;

c) deciding on the admission of new members and adopt the measures of exclusion and forfeiture;

d) drawing up the budget and final balance sheets;

e) issuing regulations and rules for the organization and operation of the association;

f) purchasing and dispose of movable and immovable property; accept inheritances and legacies; determine the use of contributions, disbursements and financial means available to the association;

g) establishing the amount of the membership fees for each year;

h) submitting to the assembly, after appropriate examination, proposals, reports, motions formulated by the members and amendments to the statute;

i) negotiating and conclude with credit institutions the granting of loans, mortgages or other forms of financing and also through the provision of guarantees in favor of oneself or of other non-profit entities;

l) deciding on the participation of the association in public tenders or selective procedures, however named, by preparing and signing the relevant documents;

m) establishing and/or join A.T.I., joint ventures, sign memoranda of understanding and in general put in place the most appropriate forms of collaboration with third parties aimed, in particular, at participation in public tender procedures;

n) assigning tasks to third parties for the realization of the statutory purposes;

o) promoting and/or organize events (seminars, study days, conferences, etc.) aimed at raising public awareness of the association’s activities and its purposes;

p) preparing the Association’s Ethics Charter to be submitted for approval by the assembly;

q) deliberating on any matter that is not expressly delegated to the assembly or to other bodies by this statute.

 

Corporate positions

Art. 24) The Governing Council will appoint the President and the Secretary General from among its members who will remain in office as long as the Council itself.

President

Art. 25) The President legally represents the association towards third parties and in court, holds office for three years and can be reconfirmed one or more times. The President chairs the assembly, convenes and chairs the meetings of the Governing Council, takes care of the execution of the resolutions and, moreover, normally performs the functions of coordinator of the association’s works.

Secretary General

 Art. 26) The Secretary General remains in office for three years, and can be re-elected.
He is responsible for drafting the minutes of the meetings of the Governing Council which he signs together with the President and, if delegated by the Governing Council, the coordination and organization of all the management, executive and economic activities of the association, within the scope of directives given by the Governing Council and the Assembly for payment and collection operations on the association’s current accounts, always within the limits identified by the Governing Council. The office of Secretary General is free, except for any reimbursement for expenses incurred.

Technical-Scientific Committee

Art. 27) The Board of Directors appoints a Technical-scientific Committee, determining the number of members at each renewal, chosen from experts in the archives and libraries sector.
The Technical-Scientific Committee is chaired by a Scientific Director and has the task of:

  • carrying out consultancy functions at the request of the Governing Council, represent and enhance the image of the Association at national and international level, ensuring the dissemination of the results achieved in scientific research activities. In particular, the Technical-Scientific Committee deals with external relations aimed at the dissemination and dissemination of the scientific results achieved;

  • developing international relations, promoting the Association’s participation in scientific bodies for the development of scientific cooperation agreements;

 

  •  consolidating relations with the constituent departments and with other similar scientific bodies for the monitoring and dissemination of initiatives in sectors of common interest.

 

The organization and functioning of the technical-scientific committee are determined by a specific Regulation prepared and approved by the Board of Directors.

Auditor or Board of Auditors

Art. 28) An Auditor or a Board of Auditors may be appointed, the latter consisting of three members, who elect a President from among themselves, appointed by the assembly even from non-associated persons.
Should the Auditor fail, the Board of Directors shall immediately convene the assembly for the appointment of a new Auditor. The Auditor thus appointed remains in office until the expiry date of the original Auditor.
If an auditor belonging to the Board is missing, the others will replace him. The auditor thus appointed remains in office until the expiry date of the Board that elected him.

The Auditor or the Board of Auditors is responsible for:

a) check the accounting management of the association and carry out cash assessments at any time; collectively draw up the report on the budget and final balance sheets to be presented to the assembly;

b) supervise and check that the statutory provisions are observed;

c) decide on appeals against the measures for the exclusion and forfeiture of members and for their readmission and on disputes submitted to their judgment.

The office of auditor is irreconcilable with that of the director, has a duration of three financial years and is renewable even more times.
The auditors participate in the assembly that approves the financial statements and can, at their request, attend the meetings of the Governing Council.

Business budget

Art. 29) The financial year ends on December 31st of each year.
At the end of each financial year, the Governing Council will proceed to draft the financial statements to be presented for approval, together with the activity program for the new financial year and the estimated expenses, to the assembly to be convened within 120 (one hundred and twenty) days from year end.

Art. 30) From the date of the notice convening the meeting, the balance sheet and program will be deposited at the headquarters of the association available to members who intend to consult them.

Art. 31) Any profits or management surpluses must be used for the implementation of institutional activities and those directly connected to them.
The distribution, even indirectly, of profits or operating surpluses as well as of funds, reserves or capital during the life of the association is prohibited, unless the destination or distribution is imposed by law or is made in favor of others. associations that by law, statute or regulation are part of the same and unitary structure.

Dissolution

 Art. 32) The association has an unlimited duration. In the event of dissolution of the association, the assembly will appoint one or more liquidators who will liquidate the assets according to the law and will also decide on the devolution of the assets in compliance with the law.

In case of impossibility of regular constitution of the assembly, each of the members of the Governing Council can ask the competent authority to appoint the liquidator or liquidators.

Legal references

Art. 33) For matters not covered by this statute, the laws in force on associations are considered applicable.