By-laws of the Spaceguard Foundation (english translation)

This is the english translation of the by-laws of the Spaceguard Foundation. The corresponding original italian version is also available: that is the only version valid from a legal point of view, since the Foundation is starting as an italian association, which could be in the future transformed into a real international Foundation. 

BY-LAWS of the Association

The Spaceguard Foundation

Article 1: Association

An Association named The Spaceguard Foundation, hereinafter referred to as the Association, is hereby incorporated, with registered office in Rome (Italy).

Article 2: Characteristics of the Association

The Association shall be non-party, non-political and non-profit. All those who believe it useful to pursue the objective proposed by the Association may become members of the Association - regardless of country or nationality, sex, race, political or religious faith. The Association shall be of an international scope, free and independent of any government, political organization or party. The English language shall be the official language of the Association.

Article 3: Purposes of the Association

The Association shall have as its institutional purpose the protection of the Earth's environment and the structure of human civilization. In fact, at this time it is commonly accepted that in the past the Earth - and it shall be in the future - has been subject to the bombardment of solar system objects (comets and asteroids): in the most serious circumstances, these impact events have the potential to jeopardize the survival of many living species, including our own.

The main task of the Association shall be attained through the surveillance and protection of the Earth from the impact of comets and asteroids (technically defined NEO - Near-Earth Objects); the Association is therefore an entity eminently oriented within the most general framework of scientific research and shall pursue the following purposes:

In order to divulge its activities and give practical application to the research and therefore to provide a valid contribution to environmental safety of the international community, the Association proposes: In order to attain these objectives, the Association may take all the social, political, cultural, economical and legal initiatives useful in attaining its corporate purpose, on its own or in collaboration or in agreement with Public and Private Entities, other associations, companies, international organizations.

Furthermore, it may promote the establishment of similar types of associations abroad, having as their objective one or more of the purposes of this Association. The Association shall therefore participate directly in the activities of such other associations.

Article 4: Members

The members may be Italian and foreign citizens, natural or legal persons, of any sex, race or nationality, political or religious faith who consider it useful to contribute to the pursuit of the Association's purposes. The membership shall be of the following categories: Trustee, Sustaining, Regular and Associate.

Trustee Members shall be Italian or foreign personalities of recognized scientific and cultural value, who wish to adhere to and to morally support the objectives of the Association. Trustee Members, composing the Committee of Trustees, shall be appointed upon proposal of the Board of Directors by a majority vote of at least one-third of its Members with the uncensurable opinion of its Members and shall be exempt from payment of membership fees. The opinion of the Committee of Trustees may be requested by the President, should amendments to these By-laws be necessary.

Sustaining Members shall be the founders who have executed the Articles of Incorporation, those who shall have explicitly requested, via e-mail, facsimile or normal mail, produced by one of the founders at the time of execution of the Articles of Incorporation, to become Sustaining Members, and Regular Members that have distinguished themselves by supporting the development of the Association through a considerable economic contribution and/or work commitment. The latter shall be appointed by the Board of Directors, with a majority vote, upon the request of the President and their appointment shall be temporary according to the judgment of the Board. Sustaining Members shall be obliged to pay annual fees.

Regular Members shall be all those who intend to be actively interested in the realization of the Association's purposes and who have filed an application for membership, declaring to accept these By-laws.

Regular Members, whether natural or legal persons, shall pay annual fees and participate, in the manner indicated in these By-laws, in the Regular Meetings of the Members with the right to vote. Application for membership as a Regular Member must be presented to the Board of Directors which shall resolve by majority vote without giving its reasons.

Associate Members shall be those who limit themselves to finance the Association's activities and are interested in the problems connected with its purposes although not actively engaged in the pursuit of its purposes. Associate Members shall not have voting rights.

Admission of Associate Members shall be resolved by the Board of Directors with uncensurable vote which authorizes issuance of a membership card.

Article 5: Rights and Obligations of Members

Members shall have the right to enter the Association's premises and to participate in all of the Association's initiatives.

Members shall be obliged to pay a fee in accordance with the By-laws and any internal regulations and with the resolutions taken by the bodies of the Association. Sustaining and Regular Members shall be eligible for office, excluding the Presidency and Board of Directors, limited only to Sustaining Members. Resignation from office shall be made in writing and shall be effective upon receipt by the body from which the resigning party is a Members.

Article 6: Expulsion and Withdrawal of Members

Members may withdraw at any time by giving written notice to the Board of Directors, even through registered letter with acknowledgment of receipt.

A Member forfeits its position:

In the situations under letters b), c), d) and e) the forfeiture of membership shall be resolved by the Board of Directors; such resolution may be appealed to the Meeting of the Members within fifteen days of the communication.

Article 7: Assets and Revenue

The assets of the Association shall be composed by the movable and immovable property in any manner acquired by purchases, gifts, legacies, inheritances, or of the sums set aside for any purpose, in Italy or abroad.

The assets of the Association are indivisible. The assets shall be directly managed by the Board of Directors, which may delegate the management to others.

The revenue of the Association shall be composed of:

The fees paid are not refundable and no Member shall have any right on the Association's assets during the life of the Association.

Article 8: Annual Accounts

The financial year shall run from January 1 to December 31 of each year. The Board of Directors shall, by April 30 following the closure of each financial year, draw up the final balance sheet and the budget for the current year and shall submit them to the General Meeting of the Members for approval.

Article 9: Organization

The Bodies of the Association shall be:

Article 10: Committee of Trustees

The Committee of Trustees shall be composed of all the Trustee Members. The Committee shall be the consulting body of the President on all matters concerning the affairs of the Association. Upon the President's request, the Committee shall issue an opinion, in particular on amendments of the By-laws of the Association.

Article 11: Assembly of the Members

The Assembly of the Members shall be the body of the Association for passing resolutions. The President shall call the regular Assembly, in Italy or abroad, at least once a year and a special Assembly when he/she deems it necessary or when requested by at least one-third of the Board of Directors or at least one-third of the Sustaining and Regular Members. All Members who have paid their membership fees at the time of the calling of the Assembly shall have title to attend the Assembly of the Members. The Board of Directors may call the Assembly of the Members on electronic network, with the modalities indicated in this Article.

The Assembly of the Members shall:

The Assembly shall be called by a notice to be sent by facsimile, regular or electronic mail, at least thirty days before the date set for the Assembly. The notice of the Assembly shall contain a list of the items on the agenda, the date and the place where the meeting is to be held or if the meeting is to be held on an electronic network. In the first case, two consecutive calls shall be provided, while in the second case, the duration period of the discussion shall be indicated.

Members may be represented at the Assembly by other Members, who shall not be in conflict of interest with respect to the items on the agenda, by proxy to be sent to the registered office of the Association by facsimile the day before the first call or the beginning of the discussion.

In the event that the Assembly is held on an electronic network, the Members' votes for each resolution shall be confirmed - under penalty of invalidity - in addition to the electronic message, by facsimile on the same day in which the voting takes place. The Secretary of the Association shall count the valid votes and shall inform the President on the same day.

The Assembly shall validly resolve by an absolute majority of Members expressing a vote in compliance with this article, regardless of the number of Members present.

The Secretary of the Association shall draw up the minutes of the Assembly, to be signer by the President of the Board of Directors. If the Assembly of the Members is called on electronic network, the minutes shall consist of the collection of all messages received within the terms indicated in the call of the Assembly.

Article 12: Board of Directors

The Board of Directors shall be composed of three to seven members selected among the Sustaining Members. It shall meet upon call by the President, also by electronic network.

The Board of Directors shall be invested with full powers for ordinary and extra-ordinary administration of the Association and shall have the authority to carry out any operations useful in attaining the purpose of the Association, with the only exception of those reserved by these By-laws to the Assembly of the Members.

The Board of Directors shall:

The Board of Directors shall resolve by a majority vote of its Members.
 
The term of office, renewable, shall be six years; every three years half of the members will be renewed, the others lasting for three more years in order to ensure continuity.

For the 2002 elections of the Members of the Board of Directors, one of the current four Members elected in 1996 will be reappointed for a reduced term of three years, while three more Members will be regularly elected for six years among the Sustaining Members.

Article 13: Presidency

The President shall be elected by the Board of Directors by secret ballot and by a majority of its Members. The term of the office shall be for three years and is renewable.

The President shall:

The President shall have the authority to open regular current accounts, in Italy and abroad, with credit institutions and carry out any operations of ordinary administration. He/she may also issue special and general powers of attorney.

The Board of Directors shall give special authorization for matters beyond those of ordinary administration.

Article 14: Vice-President

The Vice-President shall replace the President each time the latter is impeded or absent. He/she may also be granted written authority for individual transactions of ordinary administration.

Article 15: Secretary

The Secretary shall draw up the minutes of the Assembly and of the meetings of the Board of Directors to which he shall participate, attend to correspondence, and shall be responsible for keeping the records and documents of the Association and shall provide - also with the help of collaborators - the translation into the Italian language of all those documents that must be drawn up in the Italian language according to law. The term of the office is for three years and is renewable.

The expenses regarding the operation of the Secretary's office shall be borne by the Association.

Article 16: Treasurer

The Treasurer shall be responsible for the Association's funds. Expenses shall be authorized by the President, or in case of absence or impediment of the same by the Vice-President or, in case of absence or impediment of both, by a Director, and the related documents shall be kept, also for purposes of legal requirements.

The Treasurer shall remain in office for three years and can be reconfirmed not more than two times.

Article 17: Gratuity of Offices

The Association's offices shall be gratuitous. Authorized and documented expenses may be reimbursed.

Article 18: Dissolution

In the event of dissolution of the Association, for any reason whatsoever, the property of same shall be devolved according to the methods established by the Assembly of the Members and shall be resolved with a majority vote of at least two-thirds of the Members in compliance with the provisions of law.

Article 19: Final Provisions

For matters not provided for by this By-laws, reference should be made to the provisions of the laws in force.

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Last modified: 9 April 2002