Article 16 – Governing Bodies 16.1 The following are the governing bodies of the Association:
the Board of Directors;
16.2 There is no remuneration for the members of the Association's bodies for the performance of their duties, not even as a reimbursement of expenses, carrying out these duties free of charge.
Article 17 - Assembly 17.1. Participation
The Assembly of the Members is made up of all the Founder and Ordinary Members and only those who are in good standing with the payment of the annual membership fee have the right to participate.
The Assembly is convened and meets in ordinary session at least once a year by 30 (thirty) April for the approval of the accounts of the previous year, possible renewal of positions held, presentation of the budget of expenditure for the current year and anything submitted for examination.
The Assembly may also be convened, on an extraordinary basis, if necessary, with a written and motivated request and with the indication of the agenda:
a) by the Co-Chairs;
b) by at least 10 (ten) members of the Board of Directors;
c) by at least half the Members.
17.2 Procedures for convening
The ordinary Assembly is convened by the Co-Chairs, with at least 8 (eight) days' notice, by written or telematic invitation by e-mail, in non-modifiable format, e.g. PDF format, addressed to the Members, containing the indication of the agenda, place, date and time of the meeting. In urgent cases, the period of notice may be reduced to 5 (five) days.
The Extraordinary Assembly is convened with the same procedures by the Co-Chairs within 14 (fourteen) days from the date of the request and must be held within the following 14 (fourteen) days.
17.3 Constitution and resolutions
The Assembly in first call is regularly constituted with the presence, personally or by proxy, of at least half the Members with the right to vote.
In second call, the Assembly is validly constituted regardless of the number of Members present, including by proxy.
The second call cannot take place on the same day as the first call and, in any case, at least twenty-four hours must have elapsed since the latter.
Any Member who connects remotely to the place where the meeting is held, by means of tele or video-conference, is considered to be present at the meeting and can validly exercise their right to vote.
The Assembly, both in first and second call, deliberates validly with the favourable vote of the majority of the Members present.
For amendments to the articles and the dissolution of the Association, it is necessary to have the presence at the Assembly, both in first and second call, personally and with the exclusion of proxies, of at least two thirds of the Members and, for relative resolutions, it is necessary to have a personal favourable vote from at least three quarters of those present and at least half plus one of the Founding Members.
The Assembly is chaired by at least two of the Co-Chairs, who verify the validity of the call and constitution of the Assembly, the right to attend and the validity of the proxies.
The minutes of the Assembly meetings are drawn up by a secretary, identified by the Co-Chairs from among the Members present, and signed by the Co-Chairs and the secretary. If and when necessary, the Co-Chairs also identify two scrutineers from among the Members.
17.4 Voting procedure
Each Member, Founding or Ordinary, has the right to one vote and must express it personally.
Attendance at the Assembly and voting by proxy, to be conferred in writing exclusively to another Member, is allowed. The accumulation of more than 1 (one) proxy is forbidden.
The Assembly normally votes by show of hands; upon decision of the Co-Chairs and on matters of particular importance and sensitivity, the vote may be taken by secret ballot.
The results of votes and resolutions taken are recorded in the minutes of the Assembly.
The Assembly shall be responsible for the following tasks:
a) discuss and approve the final accounts and budget;
b) to deliberate on the appointment and dismissal of the members of the Board of Directors;
c) to deliberate on proposals to amend the Articles of Association;
d) to deliberate the early dissolution of the Association;
e) to deliberate on any other matter submitted for its approval by the Co-Chairs or by the Board of Directors.
Article 18 - Board of Directors
The Association is governed by a Board of Directors, which has the following tasks:
a) to deliberate on questions concerning the management and activity of the Association, taking all necessary initiatives for the implementation and achievement of the aims of the Association and its statutory purposes, deciding on any matter of significant interest to the Association;
b) to implement the activities outlined in Article 5.1, as they are aimed at the concrete development of the work of the Association;
c) to prepare the draft final accounts to be submitted to the Assembly, as well as the budget, and to deliberate on all economic, patrimonial and financial matters, including the determination of the annual membership fee;
d) to decide on the admission of Members and their possible exclusion by proceeding, within the first month of each fiscal year, to review the lists of Members, in order to include the Members admitted and eliminate those who have lost their relative qualification, ascertaining the admission requirements or verifying those relating to the continuing membership of each Member, otherwise taking appropriate measures;
e) deliberate on the Association's membership and participation in bodies, public and private institutions, entities and other associations, better listed in Article 5.2, as well as their initiatives, which are of interest to the activity and aims of the Association itself, designating any representatives to be chosen from among the Members;
f) to advise and deliberate on any other matter submitted to it for examination by the Co-Chairs.Article 18.2 CompositionThe Board of Directors is composed of a minimum of 12 (twelve) and a maximum of 39 (thirty-nine) members, appointed by the Assembly from among the Members.
For the first time, the appointment of the members of the Board of Directors is made at the first assembly.
As a transitional measure until the first assembly, the administration and representation of the association shall be entrusted to the persons named in the articles of association.
Each member of the Board of Directors remains in office for 3 (three) years and, in any case, until the Ordinary Assembly that proceeds with the renewal of the positions.
In order to guarantee an adequate renewal of the members of the Board of Directors and at the same time the continuity of the direction and activity of the Association, every year, following the third year since its foundation, one third of the members of the Board of Directors shall lapse, allowing the possibility to renew the Board of Directors for the same quota.
For the purposes of this provision, in the event of equal seniority of appointment (as in the case, for example, of the members of the Board of Directors appointed to the constitution of the Association), reference will be made to professional seniority (date of registration in the respective professional rolls) and, in the absence thereof, to age.
Members of the Board of Directors may be re-elected, although rotation after two consecutive terms is encouraged.In the event of the resignation, death, dismissal, forfeiture or other impediment of one or more of its members, provided that the number of members is not less than half, the Assembly may proceed with the integration of the Board itself, with the appointment of new members, up to the statutory limit. In any case, new members of the Board of Directors may be elected by the Assembly at any time up to the statutory limit referred to in the first paragraph of this article.
The unjustified absence of a member for three consecutive meetings of the Board of Directors will result in the revocation of their qualification.
The current Co-Chairs are automatically members of the Board of Directors for the duration of their term of office and for the year immediately following.
Article 18.3 Meetings and resolutions
The Board of Directors meets, always in a single call, at least four times a year and, in any case, whenever the Co-Chairs deem it necessary or appropriate or when requested by at least 10 (ten) of its members.
The meetings of the Board of Directors must be convened by the Co-Chairs with a notice containing a brief agenda, place, date and time of the meeting, to be sent to the members at least 7 (seven) days in advance, by e-mail.
The meetings of the Board of Directors are valid with the presence, personally or by tele or video-conference, of at least half of its members in office and are chaired by at least two of the Co-Chairs. The Treasurer, if different from the Co-Chairs, participates in the work of the Board of Directors, even if he or she is not on it.
The minutes of the meetings are drawn up by one of the members of the Board of Directors, as secretary, chosen from among those present by the Co-Chairs, and are signed by the Co-Chairs and the secretary.
The Board of Directors shall deliberate with the majority of the members present, by show of hands. In the event of a tie, the Co-Chair vote shall prevail.
Article 19 - Co-Chairs
Article 19.1 Tasks
The Co-Chairs have the function of directing and coordinating the operation and activities of the Association.
The Co-Chairs are the legal representatives of the Association and they are responsible for signing the deeds and documents that commit the Association itself, even separately.
The Co-Chairs convene and preside over the Assembly of the Members and the Board of Directors, take care of the orderly execution of the work, direct and regulate the discussions and establish the order of voting, sign the minutes of the relevant meetings, supervise the implementation of their resolutions, perform acts of urgency to be submitted for ratification by the Board of Directors or the Assembly and maintain relations with third parties.
The Co-Chairs oversee the implementation of the resolutions of the Assembly and the Board of Directors.The Co-Chairs propose, by 31 January of each year (except in the first year of foundation), a plan of activities to be carried out during the year, and, prepare (or have prepared by consultants possibly appointed) a draft financial report, both budget and final accounts, and a report on the activities carried out in the previous year.
The Co-Chairs, or one of them or a Member (Founder or Ordinary) by special delegation of the Co-Chairs, act as treasurer of the Association, taking care of the issue of receipts for the amounts received by the Association for membership fees or for any other reason.Article 19.2 ElectionThere are 4 (four) Co-Chairs.
For the first time, the appointment of Co-Chairs is made at the first assembly following the articles of association.Subsequently, and as a rule, they are elected by the members of the Board of Directors from among their members, with duration in office for 2 (two) years and they may be reappointed and re-elected for further terms, although rotation is recommended.
When fully operational, two Co-Chairs are to be appointed each year (with a two-year term of office), so that there are always four Co-Chairs, two senior Co-Chairs and two entrants in office.At the end of their term of office, Co-Chairs are normally confirmed as members of the Board of Directors, leaving the office as board member one year after their term of office as Co-Chair ends.In the event of the resignation or serious impediment of one of the Co-Chairs, the Board of Directors shall elect a new Co-Chair from among its members, whose term of office shall have the remaining duration that the mandate of the replaced Co-Chair would have had.For further information on the structure and functioning of ArbIt, you can read the By-Laws here.