Article 1

Incorporation, name and location

1. An association called “Setteottobre” is hereby formed with its registered office in Rome. It is governed by these Bylaws and the relevant legal regulations. Other locations may be established both in Italy and abroad.

Article 2

Character and duration of the Association

1. The Association has legal personality under private law, is apolitical and nonpartisan, is voluntary in nature, non-profit and cannot distribute profits.
2. Members are expected to observe proper behavior, both in their relations with other members and with third parties. They are also required to accept the rules of these bylaws.
3. The Association may participate in other Associations or Bodies with similar purposes.
4. The duration of the Association is unlimited. In the event of dissolution, one or more liquidators will be appointed by a resolution of the shareholders’ meeting, who will, with the supervision of the auditors or the sole auditor, carry out the liquidation operations.
5. Net assets shall be used as directed by the Assembly, and in any case shall be allocated to other nonprofit organizations with purposes similar to those pursued by the Association. In the absence of meeting resolutions, action will be taken pursuant to Art. 31 of the Civil Code, allocating the assets to other organizations with purposes similar to those pursued by the Association.

Article 3

Purpose of the Association

1. The Association, through its activities , aims to reaffirm, recognize and defend the values of liberal democracies; it plays a role in observing and denouncing political and information activities that attack liberal democratic values; it is a place for analysis, study, sharing and confrontation on the causes of the weakening sense of the common good and solidarity; a think tank, in which to discuss and interpret facts critically, developing proposals to support the community, to address with rational, analytical and innovative thinking the problems of the crisis of Western values. The Association promotes discussion within the diverse communities that are part of our society. It carries out information activities in schools, universities, workplaces, the media and in all territorial realities where it may be welcomed. The Association promotes all activities, including legal assistance and advice, necessary for the defense of the existence of the State of Israel considered as an outpost of Western democracies. The Association works for the fight against anti-Semitism in all its forms, the analysis of its roots and causes.
2. The Association:
   1. Promotes, implements and participates in studies and research;
   2. Publishes monographs, position papers, documents and newsletters;
   3. organizes conferences, seminars, debates and “closed door” meetings;
   4. sets up Observatories on specific issues, also making use of design and financial contributions from other Organizations;
   5. organizes information and outreach activities for young people, students, teachers, opinion leaders and politicians;
   6. Carries out information and counter-information activities in the media consistent with social purposes.
   7. activates partnerships and collaborations with public and private, national and international institutions and organizations, think tanks and any other entity functional to the achievement of the Association’s institutional objectives.
   8. The Association shall take all initiatives and perform all acts suitable for the concrete implementation of the object and purposes stated in this article.
   9. It is forbidden by the Association to carry out activities other than those listed; however, it may carry out in a secondary way instrumental activities directly related to the institutional ones, that is, ancillary and supplementary to them, within the limits permitted by Leg. n. 460/1997 and later by Leg. n. 117/2017 and its implementing regulations.

TITLE II

PARTICIPANTS

Article 4

Associates

1. For the pursuit of its purposes, the Association relies on the activities rendered in a personal and voluntary form by its members as well as on the contribution of natural and legal persons, bodies and associations, Italian or foreign, who, because of their cultural interest, their social object, or their activity are interested in the Association’s activities and share its aims and purposes.
2. Any form of temporariness of participation in association life is expressly excluded.
3. The Association has founding, ordinary, sustaining and honorary members. “Founding members” are those who participated in the founding act of the Association as well as those who are recognized as such in the unquestionable judgment of the Board of Directors. “Ordinary members” are those who are admitted to membership by resolution of the Board of Directors and who undertake to contribute their activities to the achievement of the institutional objectives of the Association. “Supporting member” status is granted by the Board of Directors to those who, sharing the purposes of the Association, will support its activities with funding and donations. The title of “honorary member” may be provided for personalities who, in the unanimous and unquestionable judgment of the Board of Directors, have acquired special merits toward the Association or who, for reasons connected with their professionalism or prestige, the Association itself deems it honored to count among its members. Honorary members are not required to pay any membership fees.
4. Individuals who are not natural persons may join only as sustaining members

Article 5

Rights of members

1. All members have the right of access to the social premises, to any events organized by the Association, and, in general, to all initiatives of which the Association is the promoter.
2. Members also have the right to participate in the Assemblies.
3. Voting rights are restricted to members, not honorary members, who are individuals.

Article 6

Duties of the associate

1. Each associate must:
   • Comply with the rules contained in the Memorandum of Incorporation, the Articles of Association, any Regulations, and the resolutions of the General Meeting and the Board of Directors
   • keep irreproachable conduct and avoid any behavior that may bring discredit on the Association or its representatives;
   • To pay the membership fee resolved annually by the Board of Directors, in accordance with the terms and conditions established by the Board of Directors in special regulations;
   • Cooperate in achieving the purposes for which the Association was formed, under the coordination of the Board of Directors.
2. All members, by joining the Association, accept its Bylaws and Regulations.

Article 7

Associate admission criteria

1. To obtain associate status, each aspirant must submit an application, as per the Rules and Regulations, by delivering it or sending it, by mail and/or e-mail, to the Association’s Board of Directors, together with a receipt of payment of the corresponding membership fee.
2. Admission of honorary members takes place at the initiative of the Board of Directors and then communicated to the Assembly.

Article 8

Withdrawal, exclusion and death of the associate

1. The membership relationship may be terminated by the withdrawal, exclusion or death of the member.
2. A member may withdraw from the Association at any time by giving written notice to the Board of Directors, to be delivered or sent by mail and/or e-mail.
3. A member may be excluded from the Association for the following reasons:
   • For delinquency, in case of non-payment of dues;
   • for repeated violations of the rules of the Bylaws (or rules referred to therein) as well as of the provisions of the Board of Directors for the proper achievement of the social purposes;
   • For engaging in conduct that brings the Association, its representatives and associates into disrepute;
   • for conduct considered, in the unquestionable judgment of the Board of Directors, to be incompatible with the guiding principles and purposes of the Association.
4. Exclusion is decided by the Board of Directors by reasoned resolution.
5. A former member, who has not been disbarred, may rejoin the Association with a new membership
6. In all cases of termination of membership, membership dues cannot be returned, and the terminated member loses with immediate effect all rights, duties, qualifications and membership offices.

TITLE III

BODIES

Article 9

Organs of the Association

1. They are organs of the Association:
   1. Membership Assembly;
   2. The Board of Directors;
   3. The President, Vice President, Secretary and Treasurer;

Article 10

Membership Assembly

1. The members’ meeting is the highest deliberative body of the Association. When duly convened and constituted, it represents the universality of the members, and resolutions lawfully adopted bind all members, even if not attended or dissenting. They are reserved for the jurisdiction of the Assembly:
   1. Approval of the budget;
   2. The selection of the number of members of the Board of Directors following the first appointment, reserved for founders, and their designation;
   3. Amendments to the articles of incorporation and bylaws that may be proposed by the Board of Directors;
   4. The appointment of liquidators and the criteria for conducting the liquidation;
   5. Resolutions on the general directions and directives of the association as well as resolutions approving social regulations.

Article 11

Convocation of the Assembly

1. The Meeting shall be convened at the Association’s headquarters, in a suitable place to ensure maximum participation of the members, or through a digital communication platform, by postal, ordinary, or electronic notice sent at least eight (8) days before the date set for the meeting. In case of urgency, the convocation may be sent at least 2 (two) days before the day set for the meeting. The notice of the meeting must state the day, place, and time of the meeting and the list of matters to be discussed. An additional date for a second call may be provided in the notice of the meeting for the event that at the meeting scheduled for the first call the meeting is not legally constituted. The Meeting on second call cannot be held on the same day as the Meeting on first call.
2. Even in the absence of formal convocation, the deliberation of the Assembly shall be considered duly adopted when it is attended by all the members and all the members of the Board of Directors in office.
3. The Assembly shall be called by the Board of Directors and shall be convened by the President, at least once a year, within four months after the close of the fiscal year for the approval of the final financial statements and consideration of the budget.

Article 12

Operation of the Assembly

1. The meeting may be held by teleconference or videoconference provided that: the chairman is able to verify the identity and legitimacy of those in attendance, regulate the proceedings of the meeting, and ascertain and proclaim the results of voting; the secretary taking the minutes is able to adequately perceive the meeting events being recorded; and those in attendance are allowed to participate in the discussion and simultaneous voting on the items on the agenda.
2. The Assembly is chaired by the Chairman of the Board of Directors or, in case of his absence or disability, by one of the members of the Board of Directors specially delegated by the Chairman.
3. The Assembly appoints a secretary and, if necessary, a teller. The assistance of the Secretary is not necessary when the minutes of the Meeting are taken by a Notary Public.
4. The chairperson directs and regulates discussions and determines the manner and order of voting.
5. Minutes shall be taken of each Meeting and signed by the Chairman, Secretary and, if appointed, the scrutineer. A copy of the same shall be made available to all members by such formalities as the Board of Directors shall deem most appropriate to ensure maximum dissemination.

Article 13

Participation rights

1. Only members not subject to pending disciplinary action may take part in the Assembly
2. Only natural person members who are of legal age will be eligible to vote. The Board of Directors deliberates the list of voting members.
3. Each member may represent no more than one member at the Assembly by written proxy.

Article 14

Constitutive and deliberative meeting quorums

1. Resolutions of the Assembly are passed by majority vote and with at least half of the members present.
2. On second call, the resolution is valid whatever the number of those present.
3. In resolutions approving the budget and in those involving their responsibility, board members do not have voting rights.
4. Resolutions concerning amendments to the articles of incorporation or bylaws proposed by the Board of Directors require, at both first and second call, the presence of at least 3/4 (three-fourths) of the members and the affirmative vote of the majority of those present.
5. Resolving the dissolution of the Association and the devolution of its assets requires, both in first and second convocation, the affirmative vote of at least 3/4 (three-fourths) of the members.
6. The right to vote is reserved for natural person members only, and each member is entitled to one vote.

Article 15

Board of Directors

1. The Board of Directors shall consist of a minimum number of 7 (seven) to a maximum of 15 (fifteen) members as will be determined by the Members’ Meeting. The first Board of Directors is appointed from among the founding members in the Association’s articles of incorporation. The first president of the Association is also appointed at that meeting.
2. Only natural person members can be members of the Board of Directors.
3. The Board of Directors elects a president from among its members. If it deems it appropriate, the Board of Directors shall appoint a Secretary from its own ranks.
4. The Board of Directors remains in office until removal or resignation or for the period determined by the Assembly at the time of appointment. Councilors are eligible for re-election.
5. The President convenes the Board of Directors, sets the agenda, ensures that all directors are adequately informed of the matters to be discussed, coordinates its work, regulates the conduct of the meeting, and ascertains the results of voting. The convocation of the Board of Directors shall be by notice sent to all directors by any means, including electronic, suitable to ensure proof of receipt, at least 3 (three) days before the meeting and, in case of urgency, at least 1 (one) day before. The notice shall set the date, place and time of the meeting as well as the agenda.
6. The Board of Directors meets at the registered office, at another location, or by video conference, as directed by the President.
7. Meetings of the Board of Directors and its deliberations are valid, even without formal convocation, when all directors in office are present.
8. The presence of the majority of its members in office is required for the validity of the deliberations of the Board of Directors. Resolutions are passed by an absolute majority of those present. In case of a tie, the President’s vote prevails.
9. Minutes shall be taken of the deliberations of the meeting, signed by the Chairman and Secretary, and shall be transcribed in the decision book of the Board of Directors.
10. In the absence or disability of the President, his or her place is taken by the eldest councilor.

Article 16

Replacement of board members

1. As stipulated in Article 15, the first Board of Directors is appointed from among the founding members in the Association’s articles of incorporation. If, during the course of the fiscal year, one or more members of the Board of Directors leave office, the others shall replace them by co-optation, upon the proposal of the President. New members of the Board of Directors so appointed shall hold office until the next Assembly, and shall expire together with those in office at the time of their appointment.

Article 17

Convocation of the Board of Directors.

1. The Board of Directors meets whenever the President deems it necessary or if requested by at least half of the directors.

Article 18

Duties of the Board of Directors.

1. The Board of Directors has all powers for the ordinary and extraordinary management and administration of the Association, excluding only those operations strictly reserved by law or by the bylaws to the Assembly.
2. It is the responsibility of the Board of Directors:
   1. To deliberate on applications for membership;
   2. Determine the amount of annual membership dues and how to pay them;
   3. To prepare the budget and draft final budget for approval by the Assembly;
   4. To draft Internal Regulations related to social activities to be submitted to the General Assembly for approval;
   5. Adopt disbarment measures toward members should they become necessary;
   6. To enter into all acts and contracts of all kinds pertaining to social activities;
   7. Appointing directors, institors and attorneys of the Association, establishing their relative powers, as well as hiring and dismissing the Association’s employees, as well as personnel bound by collaborative relationships of any nature, determining their legal and economic treatment, which will be governed by rules of private law;
   8. Implementing the purposes set forth in the statutes and the implementation of the decisions of the Assembly;
   9. To deliberate any reimbursements and/or compensation to members;
   10. Appoint the secretary and treasurer of the association;
   11. possibly appoint, upon the proposal of the President, the members of the Scientific Committee.

Article 19

President, Secretary

1. The founding members of the Association designate the first president in the articles of incorporation.
2. The Chairman of the Board of Directors directs the Association and supervises its operation while respecting the autonomy of the other corporate bodies.
3. Among other things, it is up to the President to propose to the Board of Directors:
   1. Appointment of members to be co-opted in the event that one or more of the members leave office during the term of office;
   2. The appointment of the members of the Board of Directors;
   3. The appointment of the members of the Scientific Committee.
4. The Secretary executes the decisions of the President and the Board of Directors, takes minutes of meetings, attends to correspondence, and takes care of the administration of the Association, and is responsible for bookkeeping as well as collections and payments, to be made upon the mandate of the Board of Directors.

Article 20

Association representation

1. The representation of the Association before third parties and in court, in every forum and level of jurisdiction, is the responsibility of the President of the Board of Directors.

Article 21

Scientific Committee

1. The Board of Directors, upon proposal of the President, may appoint the Scientific Committee.
2. The Scientific Committee has the function of proposing to the Association, issues, analyses, studies and insights on the activities that are the object of the association’s purpose.

TITLE IV

ASSETS AND BUDGET

Article 22

Heritage

1. Financial means consist of membership dues determined annually by the Board of Directors, contributions from agencies and associations, public and European Union and international body contributions, bequests and donations, and income from activities organized by the association.
2. The Assets of the Association are fully committed to the pursuit of its statutory purposes.

Article 23

Association revenue

1. The Association derives its economic resources for its operation and the conduct of its activities from:
   1. Membership dues and member contributions;
   2. Grants from the state or public or private institutions aimed at carrying out specific projects (research, training activities, conferences, events, etc.);
   3. 5×1000 and/or any other contribution from which the Association may benefit;
   4. Donations and testamentary bequests used to further the purposes of the Association.

Article 24

Social year

1. The business year and the fiscal year begin on January 1 and end on December 31 of each year

Article 25

The statement

1. The Association’s financial statements shall be prepared within four months after the close of the annual fiscal year in accordance with Art. 13 et seq. of Leg. 117/2017 and adequately represent the Foundation’s financial, economic and asset situation, distinguishing directly related activities from institutional activities.
2. Along with the notice of the Assembly that includes the approval of the budget on the agenda, a copy of the budget must be made available to all members.
3. The Association is prohibited from distributing, even indirectly, profits and surpluses as well as funds, reserves or capital during the life of the Association itself, unless the destination and distribution are imposed by law or are made in favor of other organizations and/or entities that by law, statute or regulation are part of the same and unitary structure. Indirect distribution of profits shall be considered in any case, and the payments and transactions referred to in Article 8, Paragraph 3, Leg. 117/2017.

TITLE V

FINAL PROVISIONS

Article 26

Dissolution

1. The dissolution of the Association is decided by the General Meeting of Members.
2. The Assembly, at the time of the dissolution of the Association, will decide on the destination of any remaining assets of the Association’s assets, which must necessarily be in favor of another association pursuing similar purposes, without prejudice to any other destination imposed by law.

Article 27

Referral rule

For matters not expressly provided for in these bylaws, the provisions of the Civil Code shall apply.

 

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