Legal
The Association for Smart Learning Ecosystems and Territorial Development, abbreviated as ASLERD, is a non-profit association in the sense of the Italian legislation D. Lgs. 460/97.
ASLERD has its seat in Rome, Italy.
• Statutes of ASLERD
(this is a translation of the Registered Statutes in Italian that can be downloaded here -> Statuto_SS_final.pdf)
• §1 - Name, Seat and Life-time
1. The association named 'Association for Smart Learning Ecosystems and Regional Development”, known as “ASLERD' in the following, is created.
2. ASLERD has its seat in Italy set by its pro tempore President which can also be set at a professional studio, identified by the same pro tempore President.
3. ASLERD is a non-profit association in the sense of the Italian legislation D. Lgs. 460/97 with an unlimited life-time and operates as an unrecognized association.
• §2 - Objectives
1. ASLERD is an interdisciplinary scientific-professional Association. The objectives are:
a. to support research and education on 'Smart' ecosystems for learning and knowledge management, including their interaction with urban and territorial developments mediated by ''Information and Communication Technology“ (ICT);
b. to promote continuing and vocational education as strategic assets capable to foster social innovation, development of inclusive urban and regional contexts, harmonious development of the citizenship, continuous upgrading of professional skills.
2. ASLERD goals and activities are:
a. promotion of research projects and research teams;
b. promotion of innovative and technology enhanced teaching and learning experiences, also by means of scientific consultancy and provision of services and know-how involving skills and competencies of its members;
c. publishing activities that take advantage of possibilities offered by contemporary and future communication technologies;
d. development of international networks also through the participation in EU and international consortia and through the dissemination of the best practices developed by its members;
e. organisation and support of scientific and educational events, such as conferences, seminars and discussion forums having also the aim to evaluate innovative practices and technologies, summer schools and other educational activities aimed at developing skills and competences in the domains described at §2(1).
f. promotion and training at different levels of education of new scientific and professional profiles, and support to their social and institutional recognition;
g. encourage interaction, synergy and cooperation, also on single projects, among public and private centres, institutions and enterprises operating in the domains described at §2(1) at local, regional, national, European and international levels.
h. organize, deliver and provide training for the professional profiles needed for the development of “Smart' ecosystems in all domains of interest described at §2(1), also in collaboration with other organization such as universities, schools, training institutions, associations and enterprises-
i.offer the certification of skills, professional profiles, methodological and technological applicable solutions;
3. In the training field the association may carry out all actions of accreditation permitted by current national and European regulations to include also the Italian Law 14 January 2013 n. 4.
4. ASLERD will makes financial transactions nature related or consequential to all activities described above.
• §3 - Membership
1.Any natural or legal person from any country of the world can become a member of the ASLERD, if this person supports the objectives of the Association (cf. §2) and acknowledges the Statutes of the Association.
2. Any person that wishes to become a member of the ASLERD has to send a membership application to the President of the Executive Committee of the Association in written/electronic form. The Executive Committee makes the final decision about the application and notifies the applicant in written/electronic form. The Executive Committee is not obliged to justify its decision.
3. By joining the Association, a member agrees to promote and support the Association and the objectives of the Association in an appropriate way – including public fora.
4. ASLERD memberships are of the following types:
a. Ordinary members, i.e. natural persons who are engaged in activities such as research and training in universities, schools or other research and training institutions, in innovative industries and that have provided significant techno-scientific contributions or cultivate, at high level, cultural, scientific or professional interests in all domains described at §2(1);
b. Institution members, i.e. legal persons active in research and innovation, schools, PA, public and private training institutions, associations and enterprises engaged in training activities, production of goods and services in all domains of interest described at §2(1). The Institution members, referred to in this paragraph may appoint up to eight (8) delegates but with the right to express only up to two (2) votes in the Members Assembly; start-ups may appoint only up to three (3) delegates with the right to express only one vote in the Members Assembly;
c. Honorary members, i.e. natural persons, who have merit membership of the ASLERD; the appointment of the honorary members is decided by the Members Assembly upon proposal of the Executive Committee.
5. To promote the development of its objectives, the ASLERD can differentiate between the annual membership fees of ordinary and Institution members with regard to the different types of subcategory of memberships (e.g. students, start-ups, etc.).
6. The term “supporter' is added to Institution members in cases where they pay an annual membership fee at least three (3) times the annual fee corresponding to their member profile.
7. Members of the association do not receive payments from the association by virtue of their membership.
8. No member may be paid or reimbursed expenses for activities extraneous to the association’s proper objectives or receive disproportionate remunerations.
• §4 - Commitments and Rights of the Members
1. All members of ASLERD agree to acknowledge the decisions of the executive bodies of the Association and the by-laws issued by them.
2. Deliberations and by-laws are made public on the Official website of ASLERD.
3. Each member has the right to express one vote as part of the Members Assembly and, in particular, have the right to vote for the approval of amendments to the present Statutes.
• §5 - Executive Bodies of the Association
1.The executive bodies of the ASLERD are:
a.Members Assembly;
b.President;
c.Vice-President;
d.Executive Committee;
e.Auditor, if appointed by the Members Assembly.
2. For the completion of organizational practices the Association the Executive Committee appoints a Secretary. The Secretary of the Association also serves as Secretary of the Executive Committee and of the Members Assembly.
3. For the completion of administrative procedures of the Association, the Executive Committee appoints a Treasurer.
• §6 - Members Assembly: Composition and Assembly Convening
1. All members - ordinary, honorary and Institution - in order with the payment of membership fees in the due measure have the right to participate in the Members Assembly of the ASLERD.
2.Ordinary and honorary members may attend the Members Assembly on an individual basis and express a single vote.
3.Each Institution member, defined in §3 (1.b), attends the Members Assembly through their representatives and can express up to two votes, with the exception of the start-ups that can express only a single vote through their representatives.
5. The Members Assembly is convened at least once a year, also possibly virtually, by the President with a notice posted, in written or electronic form at least 15 days before the meeting to those who are entitled to participate, specifying place, date and time of the first and second call, as well as the meeting agenda.
6. Applications from the members regarding the agenda should be received by the President at the latest 10 days in advance in written or electronic form. Such applications have to be announced to the members well ahead of the start of the Members Assembly.
7.The Members Assembly can be called on demand by Executive Committee, provided that the specific agenda is signed at least by half of the members of the Executive Committee.
8.The Members Assembly can be called on demand by the Members of the Association provided that a specific agenda is signed by at least a quarter of the Members of the Association.
9. The quorum for the validity of Members Assembly is, on first call, two-thirds of the members having right to participate; on second call, any number of members; the Secretary maintains a record of the attendees. All members participating to the Members Assembly virtually, e.g. by video or phone conference, have the same rights independent of their place of residence, e.g., they are counted for the determination of the quorum.
10.Each member may be represented at the meeting by another member authorized in writing (proxy), including the President and the Vice-President. Proxy may be exercised also via electronic communication to the Secretary of the ASLERD;
11. Each member that meets the requirements to express a vote at the Members Assembly may be represented by another member authorized in writing (proxy). The exercise of this form of proxy must be done either by giving notice to the Secretary of the ASLERD at least 24 hours before the Assembly or, if the Assembly is convened in presence, by showing a proxy signed by the givers and including all the personal data of both delegator and delegate.
12.The Members Assembly is chaired by the President. In case of absence or impediment, by the Vice-President or, failing that, by an associate appointed by the Assembly.
13. It is not possible to vote on topics that have not been included in the agenda or that have not be added to the agenda by the Members Assembly with a simple majority (urgent applications).
14.Minutes of the Assembly discussion and resolutions are drafted and once signed by the President and the Secretary, are brought to the attention of all members of the Members Assembly for their approval. The Minutes will be archived in chronological order on the register of the proceedings of the Association.
• §7 - Members Assembly Attributions
1. The Members Assembly:
a. elects the President of ASLERD and the members of the Executive Committee according to the regulations of §8;
b.approves the Annual Financial Statement and associated reports on the activities of the previous year;
c. approves the financial plan for the current fiscal year, which has to be proposed by the Executive Committee,
d. approves the Minutes of the previous meeting of the Members Assembly;
e. deliberates on any action necessary and useful for the achievement of the institutional purposes of ASLERD, as well as on all matters of the meeting agenda;
f. deliberates on amendments to the association’s charter, Statutes and regulations;
g. deliberates on membership fees, upon proposal by the Executive Committee;
h. deliberates on the appointment of honorary members, upon proposal by the Executive Committee upon hearing of the Scientific Advisory Board if appointed;
i. deliberates on the termination of the Association by appointing one or more liquidators;
l. deliberates on actions brought in respect of §6.
2. The resolutions regarding §7(1a), (1b), (1c), (1d), (1e) are taken by simple majority. The resolutions regarding §7(1f), (1g), (1h), (1i) and (1l) are taken with a majority of at least two thirds of the participants in the Assembly.
3. The Members Assembly can also meet in virtual form, e.g. via a video conference
• §8 - Election of the executive bodies pertaining to the Members Assembly
1. Every four years, the Members Assembly elects a new President and the Executive Committee. To avoid electing all Executive Committee members at the same time, the term of office for some Executive Committee members can be reduced after a decision of the Members Assembly
2. The right to elect the President and the Executive Committee is available to all members in good standing with the requirements for participation in the Members Assembly with voting rights, according to §6.
3. All individual ordinary members or representatives of collective members in good standing with the requirements for participation in the Members Assembly itself, according to §6, are eligible in the office of President and as member of the Executive Committee provided they have expressly proposed their candidacy.
4.To elect the President each member of the Association can have at most one votes.
5.To elect the Executive Committee each member of the Association expresses at most two preferences.
6.Voting for the composition of the executive bodies is anonymous and can also be expressed in electronic form. In the case of voting in presence, another member ca be authorized in writing to exercise the right to vote for one member (proxy).
7.A single member can not, however, accumulate more than two (2) proxies.
8.In the case of in presence voting, for the operations of voting and ballot an electoral station and committee composed by no fewer than three members, one of which acts as President, is established on the spot. In the case of electronic voting a special voting system is set up as virtual electoral station whose procedures and results can be checked by a committee of not less than three members, one of which acts as President of the virtual electoral station.
9. The members who have received the highest number of preferences are elected
10. In case of equal number of preferences ballots are organized until members do not result elected by simple majority.
11.The procedures to propose the candidacies and to elect the offices can be modified by an Electoral Regulation approved by the Members Assembly.
• §9 - Duration of offices and re-election
1. All offices shall run from 1 January of the year following that of the election.
2. The term of all offices is four-year and can be covered for an unlimited number of times.
3.In case of resignation of the President, the Vice-President shall exercise the functions until the convening of the Members Assembly that will elect the new President. Such Members Assembly must be held within 12 months after the resignation of the President.
4. All offices are held at no charge for the Association: do not give rise to allowance of any kind.
5.All the members of the Association have equal opportunities to be appointed for the Association offices without discrimination.
• §10 - President and Vice-President
1.The term of office of the President is four years.
2.The President chairs the meetings of the Members Assembly and the Executive Committee; S/He is the legal representative of the Association before third parties and in court; establishes the legal and administrative seat of the Association; has the authorized signatory for the implementation of the resolutions of the Member Assembly and of the Executive Committee; performs any other attributions inherent to the position, according to the law.
3.The President is authorized to solely represent the association, and in particular to handles relations with universities, schools, policy and decision makers, enterprises and other bodies.
4. The President appoints one of the members of the Executive Committee as Vice-President and informs the members of the Association of this decision.
5. The Vice-President replaces the President in all her/his functions in case of absence or impediment.
• §11 - Executive Committee: Composition
1.The Executive Committee is composed by:
a.the President;
b.four members elected by the Members Assembly;
2.The Executive Committee can co-opt, from among the members of the Association, by its resolution adopted with no vote against, a maximum of two other members.
3.In the event of resignation or membership termination of one of the member of the Executive Committee elected by the Assembly, s/he is replaced by the first member non-elected.
4. The Secretary attends the meetings of the Executive Committee without voting rights, and draws up the minutes of the meetings.
5. The Auditor attends the meetings of the Executive Committee for her/his tasks, without voting rights.
• §12 - Executive Committee: Meetings
1.The Executive Committee meets at least twice a year, also virtually, i.e. by video conference or telephone conference. All members participating in this way have the same rights independent of their place of residence, e.g., they are counted for the determination of the quorum.
2.The Executive Committees is convened with a notice, in written or electronic form, at least 15 days in advance providing the details of the agenda.
3.The meetings are chaired by the President or, in his absence, by the Vice-President.
4.The quorum for the validity of the meeting of the Executive Committee, is the presence of at least half plus one of the members, after subtraction of the justified members, but not less than three.
5.The members of the Executive Committees that are absent for three consecutive times decay from their office.
6.The resolutions of the Executive Committee are taken by a majority of the presents, except as otherwise specified in the Statutes. In case of a tie, the President's vote prevails.
7.The meetings of the of the Executive Committee are minuted by the Secretary; the minutes of each meeting shall be signed by the Secretary and the President.
8.A member of the Executive Committee who, for whatever reason, terminates her/his memberships immediately ceases to be part of the Executive Committee.
• §13 - Executive Committee: Attributions
1.The Executive Committee is is responsible for the management of the Association, approves the Financial Statement and conducts all of the Association’s business - scientific, educational, publishing, professional or organizational - based on the present Statutes and in accordance with the intentions expressed by the Members Assembly.
2. The Executive Committee determines the organizational structure of ASLERD in relation to Association’s needs and activities.
3.The Executive Committee appoints the Secretary and the Treasurer, upon proposal of the President.
4.The Executive Committee can decide to establish a Scientific Advisory Board. In order to do so, the Committee provisionally appoints the board, which then has to be approved by vote in the next Members Assembly. The Scientific Advisory Board, if appointed, helps ASLERD and the Executive Committee to make strategic decisions of scientific nature. Members of the Scientific Advisory Board do not need to be members of ASLERD.
5.The Executive Committee, if necessary, may delegate functions and tasks, also paid, to individual members.
6.The Executive Committee may establish committees to carry out specific functions.
7.All appointments and delegations approved by the Executive Committee expire with it.
• §14 - Sections, Networks and Organizational Structure
1.The Executive Committee may deliberate the opening of regional and national sections having its own seat, as well as that of special interest groups.
• §15 Certifications and Members Valorization
1. The ASLERD establishes procedures to certificate competencies of its members or of third parties who request it.
2. The cost of the certification process will be fully charged to the applicant.
3. Modalities, specifications, criteria and procedures of any certifications has to be approved by the Executive Committee.
4. Any certification process activated should be accompanied by the establishing of a evaluation commission composed of experts. This latter has to publish the criteria on the basis of which the scientific-professional quality of solutions, services and competencies are evaluated; in any case such criteria should meet the European laws and should be at least compliant with the provisions of the Italian Law 14 January 2013 n. 4
5. ASLERD can set up and maintain a register of certificated members and third parties.
6. ASLERD can manage either on its own, or involve its Members in, any requests for professional and consulting services. ASLERD can also draw on the expertise of its collective members to participate in regional, national and European tenders of any nature consistent with its statutory objectives.
• §16 - Membership fees
1.All members are required to pay an annual membership fee.
2.Membership can start at any time of the year and is completed upon the payment of the annual membership fee;
3.Membership renewal must be completed by April 30 of the calendar year of reference and if not renewed within such date should be considered temporary ceased. Members can renew their membership after April 30 by paying an additional tax whose amount is established by the Members Assembly till December 31. After December 31 membership should be considered automatically ceased.
4.Failing in renewing the membership automatically invalidates all rights of the member toward the association till the membership renewal.
5.The Members Assembly, following the proposal of the Executive Committee, each year approves the Membership Fee for each membership category.
6.In no case the membership fee can be transferred.
• §17 - Membership Termination
1.Membership is terminated:
a. after the withdrawal upon resignation addressed to the President; withdrawing of the membership in the association is possible at the end of the fiscal year and must be formally announced to the President four weeks in advance.
b. exclusion or death of the member, or in case of a legal body (Institution member) when can no longer act as a legal body through insolvency or dissolution, or if the nature of activities of the legal body has changed such that it does not conform to domains of interest of ASLERD described in §2(1).
c. due to non-renewal within the deadline indicated by this Statutes;
d. because the member has grossly violated the rules of the association, as written down in the Statutes and its amendments, the association’s objectives or the interests of the association, or if the member harms the association’s reputation.
2. Membership termination is taken by the Executive Committee who must formally inform, also in electronic form, the respective member and indicate the reasons. If the member concerned is also member of the Executive Committee, s/he has no right to vote.
3. An opportunity must be given to the respective member to respond to and object to the decision until two weeks before the exclusion becomes effective. Such an objection delays the exclusion until the Executive Committee makes a final decision.
4. The terminated member can present a written appeal against the deliberation to the Member Assembly by sending it to the President within two months from the notification of the resolution.
5. After the termination of membership, regardless of the reason, all claims arising from the membership become void. It is not possible to refund any fees, donations or the like.
• §18 - Administration of the Association and Auditor
1.The accounting control of the Association management can be entrusted, in accordance with the regulations, to an Auditor appointed by the Members Assembly by a simple majority vote on a proposal of the Executive Committee. The Auditor must not belong to the Executive Committee or to other committees initiated by the Executive Committee. The Auditor must not be employee of the Association and can be appointed also among qualified experts not members of the Association.
2.If an Auditor is appointed s/he has to:
a. check periodically the regular accountancy bookkeeping of the Association
b. check the Annual Financial Statement, prepare the audit that should be communicated to the Members Assembly by the President.
3.If an Auditor is appointed s/he may be asked to attend meetings of the Executive Committee and the Members Assembly.
4.If an Auditor is appointed s/he will serve for a period of four years and can be re-elected. On a proposal of the Executive Committee, the Members Assembly can also elect a deputy auditor.
• §19 - Fiscal Year and Deadlines
1.The Fiscal Year runs from the 1st of January until the 31st of December of each calendar year. The Executive Committee has to submit to the Member Assembly by the 30th of April of each year: a) the Annual Report including the proposal of Financial Statement for the previous year together with the report of the auditor, if this latter has been appointed; b) the financial plan for the current fiscal year.
• §20 - Patrimony and Funding Sources
1.The Patrimony of the Association is composed of movable and immovable properties, and by values that are or will became property of the Association.
2.It is forbidden to distribute during the duration of the Association, even indirectly, profits or fund surpluses deriving from the financial statement, reserves or capital, unless the destination or distribution is required by law.
3.Those who ceased to be member of the Association can not lay claim on the patrimony of the Association that is exclusive property of the Association.
4.In case of dissolution of the Association the Members assembly decides, by simple majority, on the disposition of the patrimony of the Association which can not in any circumstances be divided among the members.
5.In the event of its dissolution of the Association it is mandatory to donate the patrimony to another Associations with similar purposes or for purposes of public utility, upon consultation of the control body referred to in the §3, paragraph 190, of the Italian Law December 23, 1996 , n. 662, unless otherwise required by law.
6. For the achievement of its objectives, the Association will use the annual membership fees and as well as contributions, donations and bequests, crowd funding, and all other incomes that may derive from the activities of the Association not prohibited by the law and relevant regulations.
• §21 - Working Language and Translations of the Statutes
1. The working languages of the association are English and Italian and all documents should be available at least in these two languages.
2. For any controversial issues concerning the interpretation of the translations the parts have to make reference to the original text in Italian.
• §22 Intellectual Property Rights / Licenses
1.Rules and guidelines regarding intellectual property rights and licenses, for example regarding the use of materials from the repository by members and non-members of the association, will be established in a separate document.
• §23 - Final Provision
1. For all matters not included in the present Statutes, one has to refer to the content of the paragraphs 36 et seq. of the Italian Civil Code and to the other Italian laws in force.
2. In case of any dispute the civil courts of Rome will have jurisdiction
Amendements to the the Statutes
The General Assembly hold on the 20th of May 2016 has approved the following amendements:
• Paragraph 11: addition to the subparagraph 1 the line: “c. the Past Presidents”
• Paragraph 19: replace the sentence “The Executive Committee has to submit to the Member Assembly by the 30th of April of each year:” with the sentence “The Executive Committee has to approve by the 30th of April of each year and submit to the Member Assembly on occasion of the yearly conference of the Association and in any case by the 30th of June”