Assembly

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  • The meetings of the assembly shall be Ordinary or Extraordinary.
     
  • Ordinary Assemblies shall approve the Annual Progress Report, approve the annual statement of accounts, elect the members of the Board and of the Appeals and Internal Audit Committees, and decide the amount of the annual membership fee.
     
  • Extraordinary Assemblies shall decide amendments to these Articles or liquidation of the Association.
     
  • The Assembly is composed exclusively of ordinary members, each with the right to one vote.
     
  • Members may participate in the Assembly in person, or by proxy to another member, provided that this party is not a member of the Board or of the Audit Committee; no member may represent more than five members by proxy.
     
  • The Assembly shall be convened by means an email communication sent at least fifteen days prior to the date of the meeting; the convocation shall contain the agenda and indicate the date, time and place of the meeting, as well as the day, time and place of the second convocation, to be held on a different date should a quorum not be met.
     
    • i)     The Ordinary Assembly shall reach a quorum at its first convocation with the participation of not less than half of the members and at the second convocation whatever the number; decision of the Ordinary Assembly shall be taken by majority vote of the members present.
       
    • ii)    The Extraordinary Assembly shall reach a quorum at its first convocation with the participation of not less than half of the members and at the second convocation of not less than one-third of the members.
       
  • Meetings of the Assembly shall be held in any place deemed suitable by the Board, including through an electronic conferencing system in real time or via delayed email consultation.
     
  • The Assembly shall be chaired by the Chair of the Board, and in the case of his/her absence or incapacitation, by a Chair elected by the Assembly; the Chair shall appoint a Secretary from among the participants except in the case when the minutes must be drawn up by a notary public, according to law.
     
  • Decisions of the Assembly shall be taken by a show of hands or email voting procedures, except when the Chair deems it appropriate to ask for a nominal or secret vote; election to posts, except in cases of unanimous decision, shall be made by secret ballot.
     
  • Notice of convocation to participate in the Assembly shall contain proposed deliberations in full, as required by the last paragraph of Article 2532 of the Italian Civil Code.
     
  • In addition to whenever the Board considers it necessary, the Ordinary Assembly shall be convened at least once every two years and within four months after the end of the financial year.