WARNING: The following English translation of the Statute is for informational purposes only. The only legally binding text is the Italian one.
Art. 1 - Constitution and denomination
1.a. The unrecognized association called “EUTOPIAN - EUROPEAN OBSERVATORY ON DEMOCRATIC INNOVATION” is established.
Art. 2 - Headquarters
2.a. The Association has its registered office and domicile in Rome, in via Umberto Guarnieri 4, and can establish offices and branches in Italy and abroad, within the limits of the provisions of current legislation.
2.b. The transfer of the registered office within the municipal territory of Roma Capitale does not entail a change in the by-laws and can be arranged by means of a resolution of the Board of Directors.
2.c. The Association will use, in the name and in any distinctive sign or communication addressed to the public, the phrase “Third Sector Body” or the acronym “ETS”, only if the Association registers in the single national register of the third sector referred to in art. 10 of Legislative Decree 117/2017.
Art. 3 - Description
3.a The Association is a non-profit social solidarity organization and is regulated in accordance with Title I, Chapter III, art. 36 and following of the Civil Code, by the provisions contained in Legislative Decree 117/2017, as well as from these Articles of Association.
For these purposes:
Pursuant to art. 8 of Legislative Decree 117/2017 the assets of the Association, including any revenues, annuities, income, income, however denominated, is used exclusively for carrying out the statutory activity and, therefore, it is expressly forbidden to distribute profits or surpluses also indirectly of management.
Pursuant to art. 9 of Legislative Decree 117/2017, in the event of dissolution for any reason, the Association’s assets will be donated, after hearing the positive opinion of the office referred to in art. 45 paragraph 1 of Legislative Decree 117/2017 to other third sector entities that pursue purposes similar to that of this Association, with particular attention to the digitization of education and culture, without prejudice to any mandatory provisions of the law.
3.b. The Association has an indefinite duration.
3.c. The Association, as a fundamental moment of its activities, intends to participate, support, join or affiliate with other non-profit bodies and organizations with which it has similar or complementary purposes, including the networks of associations referred to in art. 41 of Legislative Decree 117/2017, in any form compatible with its statutory purposes.
Art. 4 - Inspiring principles
4.a. The Association is founded on the inspiring principles of the Italian Constitution, and in particular on articles 2 (inviolable human rights), 3 (equal social dignity of citizens), 9 (development of culture and scientific research), 33 (freedom of teaching of the arts and sciences).
4.b. The Association places among its maximum values freedom of thought and expression, coexistence, participation, solidarity and pluralism. The activities of the Association and its purposes are inspired by principles of equal opportunity and respectful of the inviolable rights of the person.
4.c. The Association entrusts the participation of all its Members with the fundamental decisions concerning the direction of its activity, through the assembly approval of the general guidelines of the Association’s activity address and the election of the main internal offices.
Art. 5 - Purpose and object
5.a. The central theme from which the Association derives its raison d’etre, and around which it articulates its activities, is democratic innovation, understood both as innovation within a democratic context and as innovation of democracy; recognizing that the two aspects are inseparable from each other, and are fundamental for a digital society model in which man retains his central role.
5.b. In this context, the Association pursues civic purposes consisting of studying and researching the digital transformation and its impact on citizenship, with particular reference to the pillars of the Digital Europe Program 2021-27. The Association also intends to create conditions of excellence to encourage the research, dissemination and ethical development of digital technologies.
5.c. The Association also intends to create a territorial coordination network for the development of the Digital Agenda on the national and European territory, with the aim of promoting equal opportunities for cultural and economic growth also for the regions of the South, for various reasons, through digital transformation.
5.d. The fundamental themes of the Association’s activities are (by way of example and not limited to):
monitoring and promotion of technological innovation and its social, economic and political consequences;
the conscious participation of the citizen in the present time, also through dialogue with institutions, and in particular the new models of citizenship, also through the study of enabling technologies;
the diffusion of international experiences of creating open / smart communities in terms of quality of services, sustainable development, application of new technologies, digital transformation of processes and development of new models of economic growth;
the promotion of active participation in the processes of democratic innovation and digitalization, deepening technological, economic, social, ethical, managerial and cooperation logic aspects;
the policymaker engagement and the dialogue with the institutions and with the intermediate bodies of the democratic debate (parties, unions, think tanks), and in particular the diffusion of democratic innovation among administrators and in the Public Administration;
the sharing of possible benefits, opportunities and cooperation models that can arise from innovation processes;
the security and protection of personal data, and in general the protection of digital identity;
inclusion, diversity, leadership development.
5.e. For the pursuit of the aforementioned purposes, the Association may carry out activities of general interest such as scientific research activities of particular social interest, pursuant to art. 5 paragraph 1, lett. h) of Legislative Decree 117/2017, the university and post-university training activities pursuant to art. 5 paragraph 1, lett. g) of Legislative Decree 117/2017, and activities to promote and protect human, civil, social and political rights.
5.f. The Association can, provided within the scope of its statutory purposes, carry out all its activities in collaboration with any public or private body or entity, or associate with other institutions or Bodies or Organizations, as well as promote and / or coordinate initiatives with public, private bodies. o Social or union organizations.
Art. 6 - Internal regulations
6.a The Association will be able to adopt an internal regulation which will specify in detail the operating methods, the internal organization and the relations between the members.
6.b. The Regulations are approved by the Assembly with a majority of two thirds of the members and modified with the same deliberative quorum.
6.c. The Regulations may provide for the establishment of advisory bodies on issues of interest to the Association, determining their composition, powers and competences.
6.d. The Regulations may provide for the establishment of auxiliary bodies of the Board of Directors or the Assembly, determining their composition, powers and competences.
Art. 7 - Tools
7.a. To achieve its purposes indicated in art. 5 above the Association can:
Plan and pursue fundraising campaigns to obtain donations from institutions, administrations, foundations, companies, sponsors, private citizens, and anyone else interested in supporting the Association’s activities, even with technologically advanced means.
Organize awareness-raising and training events and campaigns, including advertising and press campaigns to raise public awareness.
Organize conferences, educational / informative seminars, booklet publications, books, magazines, video productions, website openings, organize exhibitions and cultural events.
Select, train and employ volunteers, collaborators and employees to pursue the Association’s activities.
Establish offices or detachments where and if they are necessary for the conduct of activities in order to achieve social purposes.
Accept sponsorships and advertising matches to support the statutory purposes and to cover the costs of implementing the various initiatives.
Participate in national, community and / or international calls and / or projects on issues relating to new technologies.
Organize non-profit activities of a commercial nature for self-financing, in particular, consultancy activities, organization of commercial events on topics related to new technologies.
Purchase, both for consideration and free of charge, rent, usufruct, concession, use, loan and management of movable and immovable property; enter into any more appropriate deed or contract, including for the financing of the approved operations, including, without excluding others, taking on short, medium or long-term mortgages with guarantees on assets or properties, the granting of contributions or other forms of intervention with any type of guarantee, including real guarantees, on the assets subject to the Association’s aims; the signing of mandatory or submission deeds for the concession in use of goods, the stipulation of special conventions of any kind, also transcribable on the Public Registers, with public or private entities that are deemed appropriate for the achievement of the purposes of the Association; administer and manage the assets of which it is the owner, lessor, borrower, usufructuary or otherwise owned or managed, also by administrative concession.
Implement all the instrumental activities necessary or useful for the pursuit of statutory purposes including consultancy, the organization of trips for the purpose of education and study, the organization of events or shows, the organization of training courses and the support also abroad of research and study campaigns.
Promote, also through joint programs or grants, the development of institutions, associations, bodies that operate to achieve similar ends to those of the Association or that facilitate the Association to achieve its ends.
Any other activities foreseen by the Internal Regulations.
All the activities referred to in the previous points can be carried out both in Italy and abroad if it is necessary or appropriate, to export or acquire professional training, culture, experience and technical-scientific information, actions or programs of didactic training and / or cooperation on their own or on behalf of third parties.
7.b. It is forbidden for the Association to carry out activities other than the institutional ones listed above with the exception of the activities directly connected to the institutional ones, or accessory as they are complementary to the same.
7.c. For the exclusive and better achievement of the social purposes, the Association may, among other things, own and / or manage both movable and immovable property and perceive the fruits; accept donations and inheritances and achieve legacies; enter into contracts and / or agreements with other associations and / or third parties in general and any other useful service, in compliance with the limitations of the law, to achieve the corporate purpose.
7.d. In order to find useful funds for the best pursuit of social activities, the Association may carry out fundraising activities, also through internet portals and / or through the adoption of innovative technologies, in compliance with the conditions set out in art. 7 of Legislative Decree 117/2017.
Art. 8 - Founding members, supporting members and ordinary members
8.a. The Association is open to diverse degrees and multiple forms of participation.
8.b. Members of the Association are:
Founding members: those who signed the Articles of Association
Supporting members: those who, having the requirements of ordinary members, decide to pay a higher membership fee as determined by the Board of Directors which will establish certain benefits in their favor. The ordinary member can become a supporter simply by paying the quota foreseen for this category by the Board of Directors or return to being an ordinary member for the following year.
Ordinary members: all those who do not fall into one of the previous categories.
Honorary members: they are people nominated by the Assembly for particular merits acquired in favor of the Association or people of clear fame in the sphere of the competences covered by the Association’s activity.
8.c. Natural or legal persons who, sharing the aims of the Association, undertake to collaborate in their achievement, in compliance with this Statute, the Regulations and the resolutions of the Bodies of the Association, can acquire the quality of members, assuming the commitment of contribute, in a spirit of solidarity, to the achievement of social goals.
8.d. The number of members is unlimited.
8.e. Members can be of any gender, nationality, ethnicity, religion, political and sexual orientation, and must have reached the age of majority.
8.f. The application for registration as an ordinary member is governed by art. 23 of Legislative Decree 117/2017, it must be presented to the Board of Directors that welcomes it or reasonably rejects it. It is a valid reason for rejection not to recognize in the candidate candidate the requirements of honesty, availability of commitment, ability and experience capable of contributing to the achievement of social purposes.
8.g. Members can carry out activities, even unpaid, in favor of the Association or, on their own behalf, towards the beneficiaries of the Association.
8.h. Membership is not transferable and can be purchased with the acceptance of the application for admission by the Board of Directors, as well as with the payment of the fee established annually by the shareholders’ meeting.
8.i. Membership fees and contributions cannot be passed on to others or pledged or usufruct, nor are they revaluable. In the event of loss of membership, for any specific reason, the shares and contributions remain in any case acquired to the Association’s assets.
8.j. The members cease to belong to the Association for: Withdrawal; Exclusion; Death; Failure to pay social dues; Loss of full capacity to act, bankruptcy or submission to any of the insolvency proceedings.
Art. 9 - Members’ rights and obligations
9.a. Members have the right to participate in the assemblies, to vote directly or by proxy, to carry out the work previously agreed upon and to withdraw from membership of the Association.
9.b. Members have the obligations:
to strictly comply with the provisions of the Articles of Association, the Regulations and the resolutions legally adopted by the corporate bodies;
to contribute to the pursuit of social purposes by participating in social activity in the forms and ways established by the Assembly and other corporate bodies;
to pay the social dues in the terms and with the methods established by the Board of Directors;
to execute with the utmost diligence the programs they undertake to support.
9.c. If the Association requests and obtains professional and / or intellectual or work services from its members, distinct from institutional activities, they will be remunerated according to criteria and methods established by the Board of Directors within the limits of the resources destined for the project, according to which the performance is finalized and within the relevant economic framework and legal provisions, with particular reference to art. 8, paragraph 3, of Legislative Decree 117/2017.
9.d. All members of the corporate bodies are entitled to reimbursement of expenses incurred as determined by the Board of Directors and approved by it.
9.e. Shareholders also have the right to examine the mandatory corporate books indicated in art. 15 of Legislative Decree 117/2017, obtaining a copy or extract, as well as for the balance sheets and reports, at their own expense. The right referred to in this provision is exercised by sending a communication, also electronically, addressed to the President, containing the indication of the documents to which the member intends to access. The President, having received the request, will proceed within the following 15 (fifteen) days. The faculty for the Board of Directors to make the aforementioned company books available electronically, by publication in a specific restricted area with limited access to the institutional website of the association, remains unaffected.
Art. 10 - Corporate bodies
10.a. The Association’s corporate bodies are: the Assembly; the Board of Directors; President; the Vice President; the Treasurer; the Secretary; the Control Body; the Auditor; the Scientific Committee; Thematic Commissions.
Art. 11 - Assembly
11.a. The Shareholders’ Meeting is made up of all the members, in good standing with the payment of the annual membership fee, who have the right to vote actively and passively for all the subjects submitted to the Assembly’s resolution as well as for all corporate offices. It meets on an ordinary basis once a year and on an extraordinary basis whenever the President deems it necessary.
11.b. The meetings are convened by the President, with the preparation of the agenda indicating the topics to be discussed, by any means that proves receipt, including e-mail and certified e-mail, to be sent to the members at least 8 eight days before the date set for the meeting, at the addresses and / or contact details as shown in the Shareholders’ Register.
11.c. The convocation can also take place at the motivated request of at least one third of the members. In this case, the President, except when the request for convocation appears clearly aimed at achieving intentions of mere disturbance of the association’s activity, must convene within 15 days of receipt of the request. In the event that the President does not do so, the Vice President must do so. In the event referred to in this point, the Shareholders’ Meeting must be held within 30 days of the convocation.
11.d. At the first call, the Assembly is duly constituted with the presence of half plus one of the members, present on their own or by proxy to be conferred on another member. In second call, it is regularly constituted whatever the number of participants. The second call can take place at least 12 hours after the first.
11.e. The Assembly deliberates by majority of the votes of those present, on their own or by proxy. Each member present, on their own or by proxy, can cast one vote. Each shareholder may be represented at the Shareholders’ Meeting by another shareholder with a written proxy. No shareholder can accumulate more than three proxies.
11.f. The regularly constituted Assembly represents the universality of the members and its resolutions are binding on all members, even if absent or dissenting.
11.g. The Assembly has the following tasks:
It elects and revokes the President, the Vice President and the members of the Board of Directors, with the absolute majority on the first call and with the simple majority on the second call.
Appoint and revoke the Auditor.
Appoint and dismiss the members of the Control Body
Resolves on the promotion of liability actions against members of corporate bodies.
Deliberates on the activity program proposed by the Board of Directors.
Deliberates on the preventive economic report.
Resolution on the final economic report.
Resolves on requests to modify the Statute proposed by the Board of Directors or by the President.
Resolution on the internal Regulations.
Deliberates the dissolution, transformation, merger or division of the Association.
11.h. The Assembly can meet and vote also in a place other than the registered office of the Association, including IT and telematic methods, provided that, pursuant to art. 24 of Legislative Decree 117/2017, it is possible to verify the identity of the participating and voting member and provided that this is clearly indicated in the convocation deed.
11.i. The identity of the shareholders must be verified at the time of establishment and at the time of the vote.
Art. 12 - Board of Directors
12.a. The Board of Directors is composed of a minimum of 3 to a maximum of 35 members, elected by the Assembly from among its members in compliance with the obligations towards the Association and who have retained the status of member for at least 24 consecutive months.
12.b. The President, Vice-President, Secretary and Treasurer are ex officio members of the Board of Directors.
12.C. The founding members are also ex officio members of the Board of Directors.
12.d. The Assembly, in electing the members of the Board of Directors, adheres to the following principles:
the social, political and territorial representativeness of the candidates;
pluralism of positions in the ways recognized by the Statute;
the principle of merit that ensures the selection of competent candidates;
12.e. The Board of Directors can co-opt, always among the members in good standing with their obligations towards the Association and among those who carry out useful activities for the Association, further components for a number not exceeding 1/3 of those nominated by the assembly .
12.f. The meetings are convened by the President, with preparation of the agenda indicating the topics to be discussed, at least 2 days before the fixed date.
12.g. The resolutions of the Board of Directors are valid when the absolute majority of its members are present, which can be achieved by adding to the present the written justifications of the absentees, who, however, have no power to issue proxies for voting. The Board of Directors deliberates by simple majority of those present. In the event of a tie, the President has the casting vote.
12.h. The Board of Directors has the task of carrying out the Association’s program in every part, as established by this Statute and by the Assembly and, for this purpose, it will have to (for example and without exhaustiveness):
Hire the staff.
Approving the strategic lines of the Association, in relation to the annual and half-yearly programming, as well as the cultural and scientific orientation. Also approve the Association’s management guidelines, with reference to the programmatic use of its resources and assets.
Submit the annual economic and final financial statements for approval by the Shareholders’ Meeting.
Determine the work program on the basis of the guidelines contained in the general program approved by the Assembly, promoting and coordinating its activity.
Accept or reject applications from aspiring members.
Deliberate on the exclusion of members.
Ratify, in the first useful session, the measures of its competence adopted by the President for reasons of necessity and urgency.
Set up thematic commissions with possible delegation for specific tasks.
Determine the membership fee for each category of member.
Transfer or establish other offices or branches of the Association.
To deliberate, on proposal of the President, to accept or not any inheritance, donations, bequests, disbursements or goods on free loan in favor of the Association.
Carry out any activity and / or legal, negotiating, administrative, social, advertising, information and dissemination, including scientific, of the results achieved and of the activities in progress, of technical, scientific or social, commercial, information and general investigation, as well as design, programming, proposal, proposition, ideation and anything else needed to achieve the objectives of the Association.
12.i. The President can delegate to members of the Board of Directors the carrying out of acts or activities that it is appropriate to carry out for the purpose of their designation, without prejudice however to the prerogatives of the Vice President, the Treasurer and the Auditor.
Art. 13 - President
13.a. The President has the legal representation of the Association and the power of signature towards third parties and in court. Convenes and chairs the meetings of the Assembly and the Board of Directors.
13.b. The President can delegate other shareholders, employees or third parties appointed by issuing powers of attorney - general or special - for individual acts or categories of acts.
13.c. In case of need and urgency, it takes the measures of competence of the Board of Directors, subjecting them to ratification at the first useful meeting.
13.d. In case of absence, impediment, delegation or termination, the relative functions are carried out by the Vice President. The signature of the Vice President is authentic, before third parties, of the absence or impediment of the President.
Art. 14 - Secretary
14.a. Assist the President for the management of the Association.
14.b. It provides for the handling of correspondence and for the keeping and updating of the register of members.
14.c. It takes care of the drafting and conservation of the minutes of the meetings of the collective bodies.
Art. 15 - Treasurer
15.a. The Treasurer assists the President and has the following duties:
It prepares the budget and final report scheme, which it submits to the CD.
It provides for the keeping of the Association’s records and accounts and for the conservation of the relative documentation.
It prepares what is necessary for the collection of revenue and the payment of expenses in accordance with the decisions of the Board of Directors.
Art. 16 - Honorary members and presidents
16.a. The Board of Directors can proceed with the appointment of honorary Members and honorary Presidents of the Association.
16.b. Honorary Members or Presidents are appointed, at the discretion of the Board of Directors, among those of clear fame and recognized high scientific competence in the subjects of interest of the Association. The Board of Directors can revoke the status of Honorary Member or President at any time if it no longer recognizes the above requirements.
16.c. Honorary Members publicly support the Association and its purposes; they have no obligation to meet or have the right to vote; they can make voluntary donations in favor of the Association at any time, even linked to a single project.
16.d. Honorary Members remain in office until their resignation or revocation.
16.e. Honorary Members can also be other legal personalities such as associations, bodies, companies.
Art.17 - Scientific Committee
17.a. The Scientific Committee is an advisory body of the Association, without voting rights, made up of personalities, including non-members, appointed at any time by the Board of Directors and who agree to be part of it.
17.b. The Scientific Committee is composed of a maximum number of eighty members, which can be increased by resolution of the Board of Directors.
Art.18 - Thematic Commissions
18.a. The Board of Directors deliberates on the constitution and suppression of Thematic Commissions of elaboration and proposal on the basis of a motivated request of at least 5 members of the Board of Directors. 18.b. The functioning of each Thematic Commission is defined by specific internal regulations.
Art.19 - Duration of offices
19.a. All corporate offices, including the Board of Directors, President, Vice President and Treasurer, except the Honorary Presidents and Members who are subject to life unless revoked, have a duration of five years and can be reconfirmed.
19.b. Any replacements made will expire after five years, at the time of the new election
Art. 20 - Auditor and Control Body
20.a. The Auditor carries out the statutory audit of the accounts, and must be appointed in the cases referred to in art. 31 paragraph 1 of Legislative Decree 117/2017 by the Shareholders’ Meeting, upon proposal of the Board of Directors. It lasts two years and can be reconfirmed.
20.b. The Control Body supervises compliance with the law and these Articles of Association and compliance with the principles of correct administration, also with reference to the provisions of Legislative Decree 8 June 2001, no. 231, if applicable, as well as on the adequacy of the organizational, administrative and accounting structure and on its concrete functioning. It must be appointed in the cases referred to in art. 30 paragraph 2 of Legislative Decree 117/2017 by the Assembly of Members on the proposal of the Board of Directors. It lasts two years and can be reconfirmed.
Art. 21 - Economic resources
21.a. The Association derives the economic resources for the functioning and performance of its activity from:
Membership fees and membership contributions.
Contributions from private individuals.
Contributions from the state, bodies and public institutions.
Contributions from international bodies.
Donations and bequests.
Income from conventions.
Annuities of movable or immovable property received by the Association in any capacity.
Proceeds from management, cultural promotion and any other activity, including commercial activities, put in place by the Association for the purpose of providing financial support for its purposes as well as funds from the management of publishing, dissemination, cultural and professional training activities .
Revenue from fundraisers also made through innovative technologies.
21.b. Anyone who contributes in kind or money to the activities of the Association, authorizes and delegates the Association to freely use its contribution, without the need to request further authorizations and / or communicate the use made of it.
21.c. Any financial or economic operation, for any reason, is arranged with the signature of the President.
Art. 22 - Social share
22.a. The membership fee paid by the members is set by the Board of Directors.
22.b. Members who are not up to date with the payment of social dues cannot participate in the meetings of the Assembly or take part in the institutional activities of the Association until they regulate their position and the Board of Directors takes note of it.
Art. 23 - Economic reports
23.a.Each year, the budget and final accounts to be submitted for approval by the Assembly by 30 April must be drawn up by the Board of Directors. The statement must coincide with the calendar year.
23.b. The final balance must show the goods, contributions and bequests received.
23.c. Pursuant to art. 13 Legislative Decree 117/2017, the report must be prepared in compliance with art. 13 of Legislative Decree 117/2017.
Art.24 - Amendments to the statute and dissolution
24.a. Proposals to modify the Statute can be presented to the Assembly exclusively by the Board of Directors or by the President. The relative resolutions are approved by the Assembly with the favorable vote of the majority of two thirds of the members.
24.b. To approve the transfer of the registered office outside the territory of Roma Capitale, or the dissolution of the Association and the devolution of the assets, the favorable vote of at least three quarters of the members is required.
Art.25 - Postponement rule
25.a. For matters not covered by this Statute, reference is made to the current legislative provisions on the matter.