ACI ITALY CHAPTER BYLAWS
(meeting 23.01.09 – Rome)
Assuming all the changes deliberated by the Assembly of Members, the bylaws assumes the form reported in the following. The President of the Association, Eng. Michele Valente, has the commission to verify the compliance of the new bylaws with the current code, calling an expert as advisor.
ARTICLE. 1 – DENOMINATION
- A no-profit entity has been formed with the name of "American Concrete Institute Italy Chapter" or synthetically "ACI Italy Chapter".
- The Association is regulated by the Legislative Decree n. 460 of the 4th December 1997 and the related current and future laws.
ARTICLE. 2 – HEADQUARTER AND TERM
- The Association has its Registered Office and Central Head Office in Naples, Via Claudio 21, at the Structural Engineering Department of the University of Naples “Federico II”. It has an unlimited duration.
- Other headquarters could be created on the national territory by deliberation of the Board of Direction (art.9).
ARTICLE. 3 – PURPOSE
- The Association is a no-profit entity and its object is the scientific research of social interest, through publications, conferences, competitions, meetings, study trips, courses, collection of technical and scientific documents and any other appropriate means. This activity is directed to collect, process and divulgate knowledge and information to improve the design, rules for construction, use and preservation of structures and cement products.
- The instituted Association, complying to the Italian Republic and European Union codes, pursues only didactics activities, scientific research, technology transfer and professional training.
- To achieve the bylaws purposes, the Association will:
- rent, buy or borrow or get in leasing buildings or office rooms, laboratories or something else to achieve the purposes. Moreover, with the same purpose, the Association can lease, lend or sell its buildings, also minding in a proper way the maintenance, renovation, modification and furnishing of offices and laboratories, which the Association will administrate to achieve the purposes;
- choose, employ and, if necessary, sack staff necessary for the good working of the Association, according to the conditions and terms subscribed by the Board of Direction (art.9);
- fix the fees or the reimbursements for provisions of goods and services to a third party;
- promote raising of funds, contributions, donations of money or goods or real estates, offerings, loans, grants for the association purposes;
- promote the constitution of associations, whose purposes are similar to those of the present association, as well as business firms, whose profits are destined to the functioning of the company.
ARTICLE. 4 – MEMBERS
- The Association shall consist of: i) Honorary Members; ii) Meritorious Members; iii) Standard Members; iv) Sustaining Members; v) Young Members.
- The Italian Honorary Members of the American Concrete Institute are also Honorary Members of ACI Italy Chapter. The Honorary Members is not subjected to Italian association dues (art.5), but remains obligated to pay the America Concrete Institute dues.
- The Meritorious Members are chosen by the Board of Direction among the members – no administrators – who distinguish themselves because of their outstanding scientific and didactical contribution in the Association to obtain the social purposes and the American Concrete Institute goals. The Meritorious Members is not subjected to Italian association dues (art.5), but remains obligated to pay the America Concrete Institute dues.
- A Sustaining Member shall be a person, firm, corporation, society, agency of government, or other organization electing to provide additional support for the activities and welfare of the Institute by payment of greater dues. The Sustaining Members have a hand only in ACI Italy Chapter and they are not American Concrete Institute Members. The Board of Direction decides about their mission by majority with justified decision.
- The young members are over eighteen student.
- A Member shall be a person. To become a standard or a young member of the ACI Italy Chapter, it is necessary to present a request to the Board of Direction that will decide on the admission by the absolute majority with a justifiable decision.
- The membership decays because of resignation, death or exclusion.
- Each member can present resignation, at any time, without notice, by means of the submission of a resignation letter to the Association Secretary.
- The Board of Direction decides about the exclusion of a member by the absolute majority because he violates the duties fixed in the current bylaws or he seriously penalizes the Association from the moral and material point of view or/and its public image. The member has the right to present justifications, that the Board of Direction must consider in editing the motivation of the exclusion decision. Any Member shall forfeit the privileges of membership if his dues remains unpaid for a period of 1 year.
ARTICLE. 5 – REGISTRATION DUE (MEMBERSHIP)
- Membership dues shall be paid in advance by all the members in accordance with a schedule approved by the Board of Direction. The dues shall be paid the first day of the membership to the Association and then by the 31st January of each year.
- In the ACI Italy Chapter, membership dues shall be set by the Board of Direction for all classes of membership. However it can not be major than the 50% of the correspondent members category dues in the American Concrete Institute.
ARTICLE. 6 – ASSETS AND FINANCIAL RESOURCES
- In addition to possible revenues provided for the bylaws (art. 3, paragraph 3, letter a and b), the assets includes public and private grants and so:
- disposal of money, goods and real estates that become property of the ACI Italy Chapter;
- allocations, donations and bequests;
- possible reserve fund constituted of the surplus budget;
- registration dues of all the members categories.
- The assets is intended to achieve only the purposes and aims described in this bylaws.
- During the lifetime of the Association, it is forbidden to share, also indirectly, profits and budget surplus as well as funds, reserves or money, except that the destination and distribution are imposed by the law.
ARTICLE. 7 – CORPORATE BODY
- The corporate body consists of:
- the President;
- the Vice-President;
- the Honorary President;
- the Board of Direction;
- the Members Assembly.
ARTICLE. 8 – THE PRESIDENT, THE VICE-PRESIDENT AND THE HONORARY PRESIDENT
- The President of the Association is the President of the Board of Direction ad he is a member of all the Committees eventually constituted in the Association. He is the legal responsible of the Association to third party and in judgment for all the occurred activities. The President is nominated by the Board of Direction among the Members.
- The Vice President stands in for the President when he is not present; he is nominated by the Board of Direction among the Members.
- The Honorary Member is one and is nominated by the Board of Direction among the Members that are the best symbol of permanence and specificity of the Association cultural aims. The Honorary Member attends, with right to vote, to the meetings of the Board of Direction, being indefinitely one of its members.
ARTICLE. 9 – BOARD OF DIRECTION
- The Board of Direction (or Board) consists of not less than eight members and not more than sixteen members, nominated by the Members Assembly. One of the components is also the Honorary Member. The Councilor has to be a member of ACI International and of ACI Italy Chapter and he don’t entitled to a reward.
- The members of the Board stay in office for four years since the election. The Councilor mandate can be renovated twice. Only the Honorary Member is indefinitely a member of the Board of Direction.
- The Board has the right to delegate part of assignments to the President, the Vice President, single Councilor or someone else, provided that he is a Member.
- The Board has the right to delegate the role of Treasurer and Secretary of the Association, specifying the powers and establishing the possible compensation.
- The Board can assign emoluments to people and consultants that hold special offices.
- If one or more Councilor die during the period of the Board, the remaining ones can substituted them with a decision passed by majority. These so nominated Councilors remain in office until the following Members Assembly, that can definitely nominate them with a decision by the majority of the those present.
- If the majority of the Board fails, it decays and the Members Assembly is convened and the Members have to nominate the new Board of Direction.
- The Board acquired all the powers of ordinary and extraordinary administration. As example, the Board decides about:
- the admission or exclusion of new Members;
- the formation of technical and administrative committees in the Association and the respecting powers;
- calling of the Assembly every time that it is considered necessary and at least once in a year;
- the annual program to submit to the Assembly approval;
- the arrangement of the annual budget plan and the final balance;
- the acceptance of bequests, donations, contributions as well as purchase, selling and permutations of goods and real estates, the signing of loan contracts, grants of guarantees, pawns and mortgages.
- The Board meet, also out of the social office, every time the President considers it necessary or at least three Councilors ask for it and anyway at least twice in a year.
- The Board of Direction is effectively constituted with the presence of the majority of the members and decide by the majority of those present. During the meetings of the Board Councilors can participate also through telecommunication media, e.g. teleconference, videoconference and so on, as long as the participation of the Councilor to the discussion and his identification are made sure.
- The chairman of the Board is the President and, in his absence, the Vice President; when both of them are not present one of the members of the Board is nominated as substitute during that meeting.
- The Minutes of the Council meetings shall be kept on a special book and signed by the President and, if nominated, by the Secretary.
ARTICLE. 10 – MEMBERS ASSEMBLY
- The Members Assembly consists of all the Association Members and it is called by the Board al least once a year and not later than the 31st of May. It is called to decide about the Association activities and the budget, as well as modifications of the bylaws and rules and nomination or removal of managing association boards.
- The Assembly is called at least 20 days before the meeting through written communication sent via mail to all the Members, describing the daily schedule of the topics to discuss about, as well as the time, the date and place of the Assembly. The second call can be established later than one hour from the first call, in the same place and on the same date. Therefore, the Members have to give a mail address on registering and communicate any modifications of it to the Secretary ‘s Office.
- The Assembly can meet also out of the Social Office, provided that it is in Italy.
- The Assembly decides on the budget plan and on the final balance and on everything which it is referred by the law or bylaws to or everything submitted by the Board. All the Assembly decisions are resolved by the relative majority of those present.
- During the Assembly the Members can be represented through a written proxy by other Members or also by Board Members, excepted the case of Assembly that decides the endorsement of the balance or the liability of the Board. The Members can take part to the Assembly also with telecommunication media, e.g. teleconference, videoconference and so on; as long as the real attendance of the Member and his identification are verified.
- The chairman of the Assembly is the President or, in his absence, the Vice President or, in his absence, the Honorary Member or, in his absence, the Assembly nominates its President among those presents or better among the Board Members. The Assembly President nominates the Secretary and, if he considers it necessary, two scrutineers. The Assembly President has to certify the regularity of proxies and the entitlement of speech.
- It is drawn up a proxy of the Assembly meetings, signed by the Assembly President and by the Secretary and in case by the two scrutineers.
- The Assembly is effectively constituted, in the first call, with at least one half plus one of the Members and decides by the majority oh those present. In the second call, the Assembly is effectively constituted whatever the number of present members is and decide by the majority of those present.
- The Board of Direction can be elected during on ordinary meeting of the Assembly. As an alternative, the nomination can occur via fax, mail, post or other suitable medium. However, to accept the nomination there shall be at least valid votes of one third of the Members; otherwise the vote shall be repeated. The number of Councilors to nominate and the received candidatures shall be topic of a meeting of the Board, whose decisions, included the terms of vote shall be communicated to the Assembly by the President or by the Vice President.
ARTICLE. 11 – SOCIAL PRACTICE AND BALANCE
- The social practice coincides with the calendar year and finishes the 31st of December of each year.
- Before the 30th of April after the closing of the social practice, the Board of Direction provides for the compilation of balance, which has to be submitted to the Assembly within the 31st of May.
- The profits and budget surplus shall be obligatory used to realize the Association institutional activities and those connected to the these ones.
ARTICLE. 12 – DOCUMENTS OF ASSOCIATION
- It shall be kept by the respected competent bodies, authenticated and signed by the respected Presidents:
- the book of Assembly proxies;
- the book of Broad proxies;
- the book of the Members;
- all the other books prescribed by the actual and future tax legislation.
ARTICLE. 13 – CHANGES OF THE BYLAWS
- The present bylaws shall be modified only on the strength of a written proposal of at least five Association Members, which has to be sent to the Board at least 30 days before the next appointed Members Assembly.
- The changes proposal shall be made known to the Members through communication sent via e-mail by the Association Secretary’s Office at least 15 days before the Assembly during which the proposal will be discussed.
- The Assembly decides the changes of the bylaws by the majority of 2/3 of those present, both in first and in second call.
ARTICLE. 14 – GENERAL REGULATIONS AND CLOSE
- The dissolution of the Association has to be proposed during a special meeting of the Board, expressly called and the decision shall be accepted with the favorable vote of one third of the Board Members. This decision shall be submitted to the Assembly that, accepting the definitive decision of liquidation, will nominate one or more liquidators.
- In case of dissolution, the Association budget shall be obligatory donated to no-profit associations with social or public utility, seeking the controller body (art. 3, par 190 of the Law 23 December 1996, n.622), unless different destination imposed by the law.
- Any controversy, that can occur within the Association, will be submitted to the judgment of an arbitral college, composed of three arbiters, that will be nominated by the President of Justice Court where is the Association base.
- The arbitration will be ritual and the arbiters will judge according to the law. It is enforced the regulations of the articles 810 and followings of the CPC.