(This is an English translation for reference purposes only. The official legal statute of Euricse is registered in Italian.)
CONSTITUTION – DENOMINATION - OFFICES
1 – Hereby constituted is “Istituto Europeo di Ricerca sull’Impresa Cooperativa e Sociale” – EURICSE – (European Research Institute on Cooperative and Social Enterprises), henceforth denominated “Institute” or “Foundation”.
2 – The Institute is founded on the initiative of the Federazione Trentina della Cooperazione (Federation of Trentino Cooperatives), the University of Trento and Cooperatives Europe, in continuity with ISSAN - Istituto Studi Sviluppo Aziende Nonprofit and with the support of the Autonomous Province of Trento.
3 – The Institute is characterised by Italian law as an associational foundation. It has the legal status of a private nonprofit and operates with full statutory and management autonomy. The Foundation may distribute, either directly or indirectly, profits or operating surpluses, as well as funds, retained earnings or capital during the life of the entity. Profits and operating surpluses must, in all cases, be directly reinvested for pursuit of the Institute’s activities and those connected therewith.
4 – The Institute has its registered office in Trento. It may establish temporary or permanent branch or representative offices in Europe and elsewhere.
The Foundation shall support and conduct research activities with the aim of diffusing reflections on the characteristics and specificities of cooperative enterprises, social enterprises, and non-profit organizations more generally, analysing in particular their contribution to economic and social development, from an international and multidisciplinary perspective.
The Foundation also aims to share the results of its research through events for the scientific community and training activities.
In pursuit of these aims the Foundation shall undertake, without any limitations, ties, or restrictions:
1) theoretical and empirical research activities, with a national, International or comparative scope, on the themes of cooperative enterprises, social enterprises, and non-profit organizations, fostering in particular the growth and involvement of young researchers;
2) initiatives to promote and disseminate research results through:
a) training activities targeted to both young researchers and practitioners and directors and managers of cooperatives, social enterprises and non-profit organisations, carried out by the Institute or in collaboration with university or other institutes, both Italian and international;
b) dissemination activities through conferences, conventions, seminars and workshops, targeted to the scientific community and practitioners and experts in the field as well as to the public at large;
c) consulting activities aimed, in particular, to the organizations concerned and their representative bodies, regulatory bodies at the local, national, and international level, as well as those intending to undertake cooperative, social and non-profit initiatives;
d) activities and initiatives in piloting and promoting these organizational forms with particular attention to initiatives aiming to promote economic and social growth in countries encountering difficulties and delays of development.
The Foundation may use all the instruments and equipment necessary to assure the accomplishment of the activities listed, including libraries, websites, journals and publications.
The Institute shall carry out its activities mainly in Europe, but it may develop initiatives, autonomously or in collaboration with other entities, in any country of the world.
In compliance with its institutional aims, the Foundation may, in Italy and abroad, undertake any lawful operation that it deems necessary, useful or opportune for achievement of the above-mentioned aims, and any economic, commercial and financial activity and transaction concerning assets and immoveable or moveable property. To the same ends, it may assume non-majority shareholdings in joint-stock companies, thereby participating in entities other than associations, committees, foundations, and others.
1 – Any private or public body may become a Member of the Institute provided they share its aims and intend to contribute to its activities,
2 – Members are divided as follows:
3 – The Institutional Members are: Università degli Studi di Trento, Federazione Trentina della Cooperazione, Cooperatives Europe. Institutional Membership is permanent unless relinquished by the body concerned.
4 – Ordinary Members are those indicated as such in the articles of association, as well as other subjects which contribute significant resources to the Institute’s assets or operations in accordance with the regulations established by the General Assembly. Ordinary Member status is temporary and has a duration of seven years, which is renewable.
5 – Any public or private body, other than those mentioned above, may become Associate Members if they contribute to the activities of the Institute with a lump-sum or annual contribution, or other resources or skills, in accordance with the regulations established by the General Assembly. Associate membership is temporary and normally renewable on a yearly basis.
6 – Members, whether Institutional, Ordinary or Associate, cannot revoke the contributions submitted nor claim ownership rights.
The assets of the Foundation consist of:
a. contributions made to the endowment fund at the time of formation;
b. contributions made by new Institutional Members at the time of joining;
c. any operational surpluses allocated to assets on approval of the statement of accounts;
d. other proceeds, of whatever form, explicitly allocated to the endowment fund by the contributors or the Board of Directors.
Activities are carried out utilizing:
a. contributions from the Ordinary and Associate Members;
b. proceeds, compensation and other earnings derived from the Foundation’s activities;
c. budgetary surplus designated to financing activities;
d. monetary or in-kind support from Members.
The following are the governing bodies of the Foundation:
a. The Board of Institutional Members
b. The General Assembly
c. The Board of Directors
d. The President
e. The Board of Auditors
THE BOARD OF INSTITUTIONAL MEMBERS
1 – The board is composed of the legal representatives of the Institutional Members or their delegates.
2 – It meets at the request of the President and must convene promptly when requested to do so by at least one Member.
3 – The Board decides on matters concerning:
a. Modification to the statute
b. Dissolution of the Foundation
c. Appointment of the President and the members of the Board of Directors and their remuneration
4 – The Board is presided over by the President or, in his absence or impediment, by the Vice President. The Board is convened by the dispatch of a registered letter or any other means that provides proof of receipt. In the case of convocation by fax, e-mail or other similar means, the notification must be sent to the specific fax number or e-mail address provided by each member. The convocation must specify the date, place and time of the meeting, and state the agenda. The convocation must be sent at least thirty days before the meeting. Attendance at the meeting is also permitted by teleconference or videoconference, provided that all participants can be identified and that they are able to follow the discussion and intervene in real time on the matters discussed. If these conditions are fulfilled, the committee meeting is considered to be held on the premises where the President and secretary are located.
5 – In order to ensure that the activities undertaken by the Institute are consistent with its statutory purposes and of adequate scientific quality, the Board may institute an Advisory Board, which reports to the General Assembly, determining its composition, tasks, duration and remuneration.
6 – Decisions are taken by majority of at least 2/3 of members.
1 – The General Assembly consists of representatives from all the Institutional and Ordinary Members.
2 – The General Assembly performs the general function of direction and control over the Foundation’s activities. In particular, it is responsible for decisions regarding:
a. Approval of multi-year planning documents prepared by the Board of Directors.
b. Appointment of the Board of Auditors.
c. Approval of the regulations regarding the admission of Ordinary and Associate Members.
d. Approval of the budget and final balance sheet.
e. Expression of opinions on any matter raised by the Board of Directors.
3 – The General Assembly shall meet at least twice a year.
4 – The General Assembly is convened by the President or on request by the Board of Directors or on request by at least two Institutional Members and one tenth of the Ordinary Members. The General Assembly is convened by the dispatch of a registered letter or any other means that provides proof of receipt. In the case of convocation by fax, e-mail or other similar means, the notification must be sent to the specific fax number or e-mail address provided by each member. The convocation must specify the date, place and time of the meeting, and state the agenda. The convocation must be sent at least twenty days before the meeting.
5 – The General Assembly is considered to have a quorum, in the first convocation of each meeting with the presence or participation, in the ways described above, of a majority of those with a right to vote. In the second convocation a quorum is reached with the number of members present or participating. The first and second convocation cannot be set for the same day. Deliberations are decided with a majority vote based on the number of members in attendance.
6 – Attendance at the meeting is also permitted by teleconference or videoconference, provided that all the participants can be identified and that they are able to follow the discussion and intervene in real time on the matters discussed. If these conditions have been fulfilled the meeting is considered to be held on the premises where the President and secretary are located.
BOARD OF DIRECTORS
1 – The Board of Directors is composed of the President and three to eight members elected by the Board of Institutional Members.
2 – The term for members of the Board may be at the most four years and members can be re-elected.
3 – If during the mandate one or more of the members of the Board remove themselves for any reason they shall be replaced forthwith by convocation of the Board of Institutional Members for designation of the new member. The mandate of the replacement member expires with the current mandate of the Board of Directors at the time of joining.
POWERS AND FUNCTIONING
1 – The Board of Directors exercises all the powers of ordinary and extraordinary administration. The tasks of the Board of Directors are the following:
a. deliberate on matters concerning the activities of the Foundation in pursuit of its aims and according to the General Assembly’s directives, undertaking all the initiatives necessary;
b. prepare the budget and financial statements and relative reports for submission to the General Assembly;
c. deliberate on any other action concerning assets and financial matters;
d. define the organisational structure of the Foundation, attributing the relative positions and establishing remunerations;
e. deliberate on the admission of new Members on the basis of the regulations approved by the General Assembly.
2 – The Board of Directors meets as and when necessary, but normally every two months. The majority of members must be present for a meeting to reach a quorum. The Board of Directors is convened by the President by the dispatch of a registered letter or any other means that provides proof of receipt. In the case of convocation by fax, e-mail or other similar means, the notification must be sent to the specific fax number or e-mail address provided by each member. The convocation must specify the date, place and time of the meeting, and state the agenda. The convocation must be sent at least seven days, or two days in the case of urgency, before the date set for the meeting. Attendance at the meeting is also permitted by teleconference or videoconference, provided that all the participants can be identified and that they are able to follow the discussion and intervene in real time on the matters discussed. If these conditions have been fulfilled, the committee meeting is considered to be held on the premises where the President and secretary are located.
3 – Decisions are taken by majority vote of those present. In the case of a draw, the President casts the deciding vote.
4 – The Board of Directors can delegate special powers to one or more of its members and determine the limits of the delegation.
5 – In support of the Institute’s activities, particularly that of research, the Board of Directors may institute a Scientific Committee, determining its functions, duration, composition and eventual remuneration.
1 – The President of the Board of Directors is elected by the Board of Institutional Members based on a nomination by the Rector of the University of Trento. He or she must be a person with an established reputation and experience in matters of university research and teaching in the fields of interest to the Institution. S/he remains in office for four years and is re-electable.
2 – The President is the legal representative of the Foundation. S/he convenes and presides over the Board of Institutional Members, the General Assembly and the Board of Directors. S/he ensures execution of the provisions decided.
3 – If the President is absent or impeded, his functions are performed by the Vice President.
4 – With regard to third parties, the registrar of companies, the public debt administration and other public offices, the signature of any one of the subjects indicated in the previous section suffices to establish the absence or impediment of the President and to release third parties, including public offices, from any interference and liability concerning limits of representational power for the acts to which the signature refers.
THE BOARD OF AUDITORS
1 – The Board of Auditors is composed of three members, one of which is the President. The members and the President are nominated by the General Assembly and on the occasion of the constitution of the Foundation by the Institutional Members.
2 – The Board is responsible for supervision of the Foundation’s administrative management, the financial accounting of the Foundation, as well as compliance with the law and with the Statute.
3 – The Board of Auditors is charged with a three year term and is re-electable.
ANNUAL REPORT AND FINAL STATEMENT OF ACCOUNTS
1 – The business year coincides with the calendar year.
2 – The annual report specifies the activities undertaken and contains the assets and profit and loss accounts, the annex, and the social balance sheet. It must provide a clear and accurate account of the activities undertaken in the course of the year, both operationally and financially, stating the results achieved.
3 – The budget report must be drawn up in accordance with article 2423 and civil law, where compatible, taking account of the distinctive nature of the Institution.
4 – The annual report is compiled by the Board of Directors and submitted to the General Assembly for approval.
Before 30 November of each year, the Board of Directors must submit the budget for the following year for approval by the General Assembly.
If for any reason the Foundation must cease its activities, the residual goods after liquidation shall be transferred to bodies undertaking similar activities identified by the Board of Institutional Members, on advisement by the control body envisaged by art. 3, co. 190, L. 23 December 1996, no. 662 (Agenzia per le Onlus), unless the law provides otherwise.