eUniversity – Bylaws
Foundation - Legislative Decree, December 4th 1997, n. 460, art. 10
ART. 1 – (Naming)
The Foundation called “eUniversity”, a “no profit and public interest organization”, is established in Trieste, without headquarters and with the following mailing address: Via Amendola 6, 34134 Trieste (TS), ITALY.
It complies with the principles and the legal framework of the Foundation of Participation, within the broadest range of Foundations governed by Article 12 and following ones of the Civil Code. The Foundation is no profit. The designation of "eUniversity" is contained in any distinctive sign used for the activity and in any communication addressed to the public.
ART. 2 - (Legal office)
The Foundation has its legal office in Trieste (Italy), Via Amendola 6. It may set up secondary seats, offices and Centers throughout the country and abroad, with the approval of the Board of Directors. Either moving the legal office or changing the mailing address does not involve an amendment of the bylaws, except the mandatory communications to pertinent offices.
ART. 3 - (Object and activity)
The Foundation pursues exclusively educational and training purposes, scientific research, promotion and appreciation of things of artistic and historical interest and others, that are of public interest and social solidarity.
Its goals are in detail:
1. publication of technical, didactic, and academic materials of its members and not;
2. publication of materials of social, artistic, historical, and educational interest;
3. collection of technical and didactic materials through the contributions of the members and not particularly in digital form and realization/management of the infrastructure that can guarantee their perusal;
4. research and development;
5. fundraising for approved projects;
6. support to self-publishers and researchers;
7. acknowledgment of awards/honors to public figures or researchers for particular merits on the topics dealt with by the Foundation.
It intends to operate in the following areas: publishing, dissemination, digital publishing, research and development, experimentation.
To achieve its goals, the Foundation may, among other things:
1. stipulate any appropriate act or contract, including for the financing of deliberate operations, including, without excluding others, taking loans and mortgages, in the short or long term, leasing, franchising or bailing or the purchase, in either ownership or right of use, of immovable property, the conclusion of any kind of conventions that may also be transcribed in public registers, with public or private bodies, which are deemed appropriate and useful for the achievement of the Foundation's goals;
2. administer and manage the goods it owns, leases, is bailee, or anyhow owned;
3. stipulate agreements and contracts for the outsourcing of part of the activities as well as of specific studies and consultancy;
4. participate with a private, associations, public bodies and institutions, both public and private, whose activity is directed, directly or indirectly, toward the pursuit of similar goals to those of the Foundation; the Foundation may, if it deems appropriate, also contribute to the establishment of the aforementioned bodies;
5. promote and organize events, conferences, meetings, publication of related acts or documents, and all those initiatives and events suitable to facilitate a close contact between the Foundation, the operators of the Foundation's activities and the Public;
6. give donations, prizes, and scholarships;
7. provide technical equipment and materials to researchers;
8. conduct training, courses, and seminars relevant, directly or indirectly, to the areas of interest of the Foundation;
9. carry out, as an accessory or instrumental way to the pursuit of the institutional goals, marketing activities, also with reference to the publishing and audiovisual sector and the diffusion through the world wide web;
10. carry out any other suitable activity, or supporting the pursuit of the institutional goals.
It is forbidden for the Foundation to carry out activities other than the institutional ones, except those that are directly connected to them, which - merely exemplifying - are those set out in this article.
ART. 4 – (Assets and operating assets)
The Foundation’s assets are made up of the initial fund provided by the founder(s) described in the founding act of the Foundation, of which these Bylaws are an integral and essential part. This asset can be increased and/or powered by movable and immovable property that can be purchased and/or acquired by leases and donations.
The Foundation pursues its goals with:
- income from the assets;
- from initial capital, paid by the founding members;
- from the capital contributions of the founding members;
- from any other input intended to increase it;
- from gifts, indulgences, and donations in its favor.
The Board of Directors has the faculty to invest the money that will be transferred to the Foundation as it deems safer and more profitable.
ART. 5 – (Bodies of the Foundation)
They are the Bodies of the Foundation: 1. the President; 2. the Board of Directors;
If necessary, the College of Auditors may be set up.
ART. 6 – (Destination of profits, funds, reserves, and capital)
Any profits should be used for the realization of institutional activities and those directly connected to them.
It is absolutely forbidden to distribute, even indirectly, profits and management surpluses, as well as funds, reserves, or capital during the lifetime of the organization, which have to be used, instead, to fulfill the institutional activities. In any case, the transactions referred to in Article 10, Paragraph 6, of Legislative Decree 460/97 “Taxation of non-commercial entities and non-profit organizations of social utility” are prohibited. All positions in the Foundation are free, as well as the services provided by the members.
ART. 7 – (Economic means)
Ordinary means for the activities of the Foundation derive from the income of the assets, the gains of the activities, subsidies, contributions, and benefits by the State, public and private entities, as well as from any economic/financial income not intended to increase the assets.
ART. 8 – (Board of Directors)
The Board of Directors consists of a number of members not less than 3 and not more than 7, at least two thirds of which are appointed by the founding members.
The Board of Directors remains in office for 10 years and its members can be reconfirmed. In the event of resignation or withdrawal of one or more directors, provided they are not the majority of the Board, the Board shall replace them by cooptation.
The Board of Directors elects in its bosom the President and the Vice-President.
The Board of Directors automatically ceases and is dissolved in the event of resignation of the majority of its members. Within 3 months of the dissolution, the Board shall be reconstituted, initiated by the outgoing President or, in the event he is prevented, by the most senior member.
ART. 9 – (Powers of the Board of Directors)
The Board of Directors has all the necessary powers for the ordinary and extraordinary administration of the Foundation.
1. approves by December 15th each year the budget for the following financial year and by March of each year the balance sheet for the previous year;
2. decides on the acceptance of contributions, donations and legacies, if not of modest value, as well as purchases and disposals of movable and immovable property;
3. decides on the increases in the assets;
4. decides on the safest and most cost-effective use of assets in other securities, or in immovable property;
5. decides on any collaboration agreements between the Foundation and other bodies or individuals;
6. provides for the appointment of the President and Vice-President;
7. provides for the recruitment and dismissal of any employee and determines the legal and economic treatment;
8. provides for the establishment and organization of the Foundation's offices;
9. deliberates about the powers and duties that it wants to give to the President in addition to those already attributed to him by the Bylaws;
10. decides about any regulations;
11. decides, in the presence and the favorable vote of at least two thirds of its members, the amendments to the Bylaws;
12. decides to dissolve the Foundation in accordance with the provisions of the following Article;
13. decides about the applications of new members and their expulsion.
The members of the Board of Directors are entitled to reimbursement of expenses incurred in connection with the exercise of the assigned functions (see Legislative Decree n. 460/97 and last Legislative Decree n. 75/2010).
ART. 10 – (Operation of the Board of Directors)
The Board of Directors normally convenes ordinary meetings once a year and extraordinary ones whenever the President deems them necessary or under written request by two thirds of its members.
The call is made by the President with a written invitation containing the relevant agenda and must be dispatched at least 14 days before the appointed date. In case of urgency, the Board of Directors may be summoned by notice to be sent 48 hours before the time appointed for the meeting.
The Board of Directors is validly established with the presence of at least two members, and resolutions are adopted by an absolute majority of those who are present, by open voting.
If the votes are equal, the President's vote prevails.
Voting cannot be performed by power of attorney.
The minutes of the deliberations of the Board of Directors must be transcribed, in chronological order, on a special register, even digitally.
At meetings of the Board of Directors, the Secretary does not have the right to vote unless he is appointed by the members of the Board.
ART. 11 – (Operation of the Board of Directors)
The President has the legal representation of the Foundation against third parties and in court.
In addition, the President:
1. calls and chairs the Board of Directors, proposing the matters to be discussed in their respective meetings;
2. signs the acts and that which is required for enacting all the matters that are decided;
3. supervises the good state of the Foundation;
4. maintains compliance with the Bylaws and promotes reform, if necessary;
5. provides for the execution of the Board's decisions and the relations with the guardianship authorities.
In the event of lack or impediment of the President, the most senior member of the Board represents him.
ART. 12 – (Board of Auditors)
The Board of Auditors, if established, consists of three actual members and two additional ones appointed by the Board of Directors among persons that have adequate financial and accounting skills. The Board of Auditors is in office for 3 years and its members are re-elected. The Board elects the President of the Board of Auditors within itself. In the event, because of resignation or other cause, one of the Auditors leaves the office, the alternate and oldest Auditor becomes takes his place and the new appointed person shall remain in office till the expiry of the entire Board.
The Board exercises administrative and accounting control over the management and verifies the regular bookkeeping and the social books, in addition to examining the annual budget and drawing up an accompanying report to the same budget. The Auditors are entitled to be in the meetings of the Board of Directors.
ART. 13 – (External Participants)
The following categories are defined as external participants:
1. supporters; 2. volunteers; 3. meritorious; 4. institutional participants.
Supporters are individuals, single or associated, or legal entities, public or private, and entities that, by sharing the Foundation's goals, contribute to the survival of the Foundation and to the realization of its goals by means of annual or multi-annual contributions, which go into the management fund according to the modalities and to the extent not less than the annual measure established by the Board of Directors. The Contributing Participant qualifies for the entire period for which the contribution has been regularly paid.
Individuals, single or associated, or legal entities, public or private, as well as bodies contributing to the Foundation's goals with an activity, even professional, of particular importance, or conferring material or immaterial goods, may qualify as "Volunteers".
Institutional Participants are Public Bodies, Academies, Universities that contribute to the Foundation’s Initial Fund or the Management Fund in the form and to the extent determined as the minimum established by the Board of Directors.
“Meritorious Participants” are individuals, single or associated, or legal entities, public or private, who are of particular importance in the fields in which the Foundation operates. The same may grant to them titles, merits or recognitions according to their activity.
The Foundation's qualification of participant, irrespective of the quantity and type of contribution, gives the right to participate actively in the projects promoted by the Foundation in view of the necessity and importance of the categories of origin in the general objective of having a widest possible participation base. Participants can access, according to the premises laid down by the Board of Directors, its rooms and functional structures, as well as consult archives, laboratories, and any documentation center, including audiovisual, as well as participate in a preferred channel to any kind of organized event of the institution.
ART. 14 – (Admission criteria and obligations of members and participants)
Anyone can ask to be admitted and become a member or participant. Potential members are asked to make a significant contribution to the Foundation and their admission is evaluated at the discretion of the Board. Potential participants are only subject to the provisions of the law. All members and participants must comply with the provisions of this statute and any regulations established by the Foundation.
ART. 15 – (Financial year)
The Foundation's financial year begins on January 1st and ends on December 31st of each year.
ART. 16 – (Destination of earnings and methods of redemption of the annuities)
Profits or management surpluses are used to carry out institutional activities.
It is forbidden to distribute, even indirectly, profits or management surpluses, as well as funds, reserves, or equities during the Foundation's lifetime.
ART. 17 – (Liquidation and Extinction of the Foundation)
The Board of Directors, with a majority of three-quarters, may deliberate the dissolution of the Foundation if it considers the goals to be exhausted or unreachable. In this case, the assets will be given to other non-profit organizations that operate in the same area or for public interest in the same field.