department of chemistry, materials and chemical ... poliefun.pdf · article 10 the board of...

Rev. February 3rd 2011

STATUTE

OF THE ASSOCIATION

“POLIEFUN – ENTE FORMAZIONE UNIVESITARIA”

TITLE I

Article 1 Denomination - Seat

The Association denominated POLIEFUN, acronym for Ente Formazione Universitaria (i.e. “Higher

Education Institution”), hereinafter called POLIEFUN, is constituted.

POLIEFUN is a non-profit association.

POLIEFUN has its registered office in the seat of FEDERAZIONE ANIMA (Via Scarsellini 13, Milano)

and its operative office at Politecnico di Milano.

The Board of Governors may decide to change the address of the registered office.

TITLE II

Article 2 Object and Purpose

The objects of the Association are:

1. Supporting the university courses of Politecnico di Milano within the scope of the degree

course in Materials Engineering;

2. Facilitating the relationship between the member companies and Politecnico di Milano in order

to promote research for creating innovation and dealing with general scientific issues;

3. Promoting the cultural progress of the surface treatment field;

4. Facilitating the integration of the young graduates in the industries operating in this field.

POLITECNICO DI MILANO DEPARTMENT OF CHEMISTRY, MATERIALS AND CHEMICAL

ENGINEERING " Giulio NATTA "



Article 3 Members

All subjects with or without legal status wanting to support and participate in the activities of

POLIEFUN may be Members of POLIEFUN.

The Members are divided into three categories: Founding, Ordinary and Financing.

Founding Members are those who adhere to POLIEFUN within 12 months after the constitution of

the same.

The public bodies which are Founding or Ordinary Members of the Association shall not be

required to pay the annual due set by the Assembly, but may contribute an amount to be

determined by them independently.

Ordinary Members are all subjects who wish to support and participate in the activities and

objectives of the Association.

The Financing Members are those who contribute in ways other than the payment of membership

dues to finance POLIEFUN and which are allowed by the Board of Governors, based on a

proposal by one of the Ordinary or Founding Members, to join the Association as honorary

members.

Financing Members participate in the Assembly meetings and have advisory capacity; they may

not hold any association office.

The Founding Members and Ordinary Members shall pay to POLIEFUN the annual dues for an

amount set by the Assembly.

The Assembly may determine different forms of contribution based on a proposal of the Board of

Governors for certain Members.

The application for membership shall be addressed to the Board of Governors, which may decide

on the admission of a new Member.

The membership application must be made through the form provided by the Association, must

include all documents required and must bear the name of the legal representative or his attorney,

delegated to represent the company within the Association and must include an explicit

declaration of acceptance of the Association Statute.



Applications for membership shall be approved by the Board of Governors, also by referendum.

In any case the opinion of the Board shall be delivered within 60 days as of the date of submission

of the membership application.

Article 4 Withdrawal and Exclusion

Membership may cease due to withdrawal, exclusion and cancellation.

Any Member shall be obliged for two years after the acceptance of the membership application to

the payment of the membership dues.

Memberships shall have effect from January, 1st or July, 1st of the year in which the application is

accepted, depending on whether the resolution of the Board of Governors is expressed in the first

or second half of the year.

Members may withdraw with a minimum three months’ notice before the expiry of the associate

agreement which lasts two years.

At each term, membership shall be tacitly renewed for two years, if a resignation letter is not

submitted at least three months before the end of the current biennium.

The exclusion from POLIEFUN is decided by the Assembly based on a proposal of the Board of

Governors in the following cases:

- activities contrary to the interests and aims of the Association;

- serious moral or material damage to the Association;

- failure to comply with this Statute, the instructions of the Board of Governors and the

implementing regulations issued.

The exclusion of a Member shall not suspend or cancel his obligation to pay the membership fee

until the end of the two years.

Withdrawn, cancelled or excluded Members shall not be entitled to any refund from the Association

and they do not have any right to the assets of the Association.

Members who do not regularly pay the dues shall be excluded from the participation in the

meetings of the institutional bodies of POLIEFUN until they have paid the dues.



TITLE III

Article 5 Common Fund – Financial Year

The common fund consists of the fees paid by the Members and any other source of income of

POLIEFUN.

The financial year runs from January, 1st to December, 31st each year; the budget shall be approved

within six months before the end of the following year.

TITLE IV

Article 6 Bodies - Constitution - Operations - Powers

The bodies of the Association are:

a) - Assembly;

b) - Board of Governors;

c) - President;

d) - Vice-President/s;

e) - Scientific Technical Committee;

f) - Board of Auditors;

g) - Honorary President.

Article 7

The Assembly is made up of all Members and its resolutions are binding on all Members. The

Assembly shall be called in Italy by the President at least once a year. The call may be requested to

the President by a third of the Members.

The Assembly is called by recorded delivery letter, fax or e-mail, to be sent at least eight days

before the date set for the meeting. The notification letter shall include the items on the agenda as

well as the date, place and time of both the first and the second call.

The Assembly can also take place by means of videoconferencing systems, which shall be

specified in the notification letter.

The essential conditions for the validity of an Assembly meeting by videoconference is the

possibility – whose determination rests with the President – for all participants to be identified, to be

allowed to follow the discussion, to participate in real time in it and to participate in the vote.

The Assembly in such cases shall be deemed to be held at the location where the President and

Secretary are.

Each Member has one vote.



As for the first call, the Assembly is duly constituted with the presence of a number of Members

representing at least 2/3 of the total votes.

As for the second call, the Assembly is duly constituted with the presence of a number of Members

representing at least 1/3 of the votes.

All Members who are on the Members list and have regularly paid the dues can attend the

Assembly.

Each Member, by written power of attorney, may be represented at the Assembly by another

Member. It shall not be possible to represent more than one other Member at a time.

The Assembly is chaired by the President or, in case of his absence or impediment, by a person

chosen by the Assembly itself. The President is assisted by a Secretary designated by him and

chosen from among the Members present. The resolutions of the Assembly are taken by the

affirmative vote of the majority of votes with the exception of the resolutions related to changes in

the Statute, which require the affirmative vote of three fourths of the votes of Members.

The Scientific Technical Committee shall give an advisory opinion to the Assembly on subjects

within its scope.

Article 8

The Assembly decides on the following matters:

a) approval of the annual budget and final balance;

b) determination of the number of members of the Board of Governors and their election;

c) determination of the Association activities guidelines based on a proposal of the Scientific

Technical Committee of the Association;

d) admission, withdrawal, exclusion and cancellation of the memberships;

e) amount of the annual dues payable by each category of Members;

f) election of the President, also with the opinion of the Rector of Politecnico di Milano;

g) appointment of the Board of Auditors;

h) determination of the remuneration (if any) of the Association bodies, including the remuneration

of Governors with assignments and including the remuneration of the Technical Committee

members;

i) amendments to this Statute;

j) any other subject proposed by the Board of Governors;

k) dissolution and liquidation of the Association;

l) appointment and powers of the liquidation body.



:

Article 9

The Board of Governors shall be composed of the President and a minimum of five and a

maximum of nine Governors among which there shall be at least three Members appointed from

among the Founding Members.

The Board of Governors shall elect within itself at least a Vice-President.

The senior Vice-President shall temporarily perform the functions of the President in case of his

absence or impediment.

The Board of Governors shall last for two years. Its members may be re-elected.

The Board of Governors shall meet whenever the President deems appropriate and at least twice a

year, and also when requested for any reason by at least a half of its members.

The Board of Governors shall be called in the manner set for the calling of the Assembly, except in

urgent cases where a forty-eight hours’ notice is required.

Any resolution of the Board shall be valid only if the majority of its members is present.

In the case of a tie, the vote of the President shall prevail.

The Council is chaired by the President or, in his absence or impediment, by the senior Vice-

President.

The meetings of the Board of Governors may be held by teleconference, provided that all

participants can be identified and are able to follow the conversation and participate in real time in

the discussion of the topics addressed. Under these conditions, the meeting shall be deemed to be

held at the location where the President is and where also the Secretary of the meeting must be, so

as to enable the drafting and signing of the minutes.

The President of the Scientific Technical Committee may participate with an advisory opinion in the

discussion of the Board of Governors.

Article 10

The Board of Governors is invested with the powers of ordinary and extraordinary administration

save those reserved by law or by this Statute to the Assembly. The powers of the Board of

Directors include but are not limited to:

a) approving the rules of procedure;

b) examining the membership applications;

c) proposing to the Assembly the amount of annual dues payable from members;

d) preparing and implementing the education program in line with the aims of the Association and

preparing the activities programs based on the guidelines set by the General Assembly;

e) preparing the annual budgets and final balances;



f) electing the Vice-President/s based on the proposal of the President;

g) adopting all the measures of financial administration;

h) employing the staff and determining their tasks and their remuneration;

i) proposing to the Assembly the cases of withdrawal, exclusion and cancellation of memberships;

j) appointing the members of the Scientific Technical Committee of the Association.

Article 11

The President shall hold office for two years and may be re-elected.

The President:

a) is the legal representative and responsible of the Association vis-à-vis third parties and in

Court;

b) presides over and directs the work of the Assembly and the Board of Governors;

c) cares for the implementation of the resolutions of the Assembly and the Board of Directors.

Article 12

The Scientific Technical Committee is composed of a maximum of eight members appointed by the

Assembly, with at least three members appointed on the recommendation of the Rector of

Politecnico di Milano.

The members of the Scientific Technical Committee shall elect a president among them.

The president of the Scientific Technical Committee is an ex officio member of the Board of

Directors.

The Scientific Technical Committee lasts for two years.

The Scientific Technical Committee shall:

a) assist the Assembly and the Board of Governors in the determination of the guidelines for

the Association activities;

b) assist the Board of Governors in the determination of the scientific content of the

Association activities, on the basis of the guidelines for the Association activity;

c) assist the Board of Governors in the preparation and implementation of the educational

and training program of the Association to support the degree courses of Politecnico di

Milano within the scope of the degree course in Materials Engineering.

Article 13

The Board of Auditors is composed of three members and two alternate members. The Auditors

shall hold office for two years and may be re-elected. The Board of Auditors shall exercise

supervision over the accounting and financial activities of the Association.



Article 14

The office of Honorary President is merely honorary and he does not perform any operational

function.

TITLE V

Article 15 Dissolution and Liquidation

The dissolution of POLIEFUN shall be decided by the affirmative vote of three fourths of the

votes of Members, one or more liquidators shall be appointed and their powers and duties and

the method of liquidation shall be determined.

In the event of dissolution for any reason the assets of POLIEFUN will be donated to another

organization with similar purposes, or for public utility, having heard the opinion of an inspection

body as provided for by the 662/96 Norm and subsequent amendments.

TITLE VI

Article 16 Final Provisions

Should it not be possible to amicably settle any dispute which may arise between the Members

and the Association concerning the interpretation, application and/or validity of this Statute,

these disputes will be referred to the exclusive jurisdiction of the Court of Milan.

National law shall apply to issues not covered by the provisions of this Statute.

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