Association IPN Constitution
Art. 1 – NAME
The Association International Physicists Network (IPN) has been founded.
Art. 2 – REGISTERED OFFICE
The Association has its registered office in Via delle Libellule 26, 09131 Cagliari (CA), Italy.
The registered office is the place where the acts of the Association are deposited and where mail is delivered to the Association.
By decision of the Board of Directors, detached local branches can be opened both in Italy and abroad.
Art. 3 – DURATION
The Association has an unlimited duration and can only be dissolved by the resolution of the Members’ Extraordinary Meeting.
Art. 4 – SCOPE
The Association is nonprofit. During the association life, profits or operating surpluses, funds and the capital can not be distributed not in an indirect neither a delayed way.
The Association is free, non-political and non-confessional. The Association is international.
The Association conforms to the principles of internal democracy, to the elective nature and gratuitousness of the Association’s offices and the services provided by its members, and to the compulsory production of economic and financial balance sheets.
The Association has the main purpose to create, stimulate and promote an international network of young researchers in physics, both experimental and theoretical, in order to initiate collaborations between the different branches of physics. The Association promotes the exchange and synergy among the various research activities in Physics, which are linked by the scientific method and a critical and systematic approach to problem solving, also including those applications that require a multi-faceted knowledge and that often do not enjoy the necessary visibility in the industry sector.
Art. 5 – INSTITUTIONAL ACTIVITIES
The members of the Association are engaged in social and cultural activities. They pursue the dissemination of scientific research by means of non-commercial activities such as:
- creating a national and international network of individuals, institutions and companies operating in the world of scientific research, both basic and applied;
- promoting the interaction inside the network of young researchers also using the media (web, social networks);
- carrying out informational activities for the members through the dissemination of news and updates (e.g. collecting job ads in both academia and industry, with particular focus to the sector of technological development; transmitting the announcements of conferences and other events of scientific interest);
- organizing seminars, specialistic conferences, conventions and other events, also at the international level and never with a commercial purpose, which aim at stimulating the scientific growth of its members. To this end, the Association may collect and manage funds for the organization of such events through loans made by research institutes, universities, bank and non-bank credit institutions;
- organizing popular science activities aimed at an audience of non-specialists.
The Association’s members are also responsible for:
- creating and issuing periodicals, scientific general news, surveys, research and scientific studies for the members and any interested third party. Both printed material (such as books, magazines, newspapers, brochures, handbooks) and electronic means (e-mail, newsletters, websites and portals) can be used;
- providing training events, internships, mentoring and tutoring in physics and scientific research, both basic and applied, through the use of traditional platforms (e.g. standard classes) and also new IT tools (online courses, so-called “e-learning”). The Association can use its headquarters or other locals to carry out the aforementioned activities, which are meant for the members;
- in accordance to and for the purposes of Article 143 paragraph 2 Lett. a of the Decree of the President of the Republic dated December 22, 1986 No. 917, and in compliance with all the required formalities, the Association may raise funds during occasional public collections, and also by means of offers of low value, or services to investors, in conjunction with celebrations, anniversaries or awareness campaigns;
- collaborating with other associations or organizations, national or international, that carry out scientific research in physics, promoting the role of young researchers.
Art. 6 – MEMBERS
All members have equal voting rights and the same discipline of membership, in order to ensure the democratic nature of the association and to enable all members, without distinction, to approve and change the association’s acts and to appoint the management officers.
The members are all those who fully share the objective, the institutional purposes and activities of the Association.
Besides the founding members, members are all those who have submitted written application, accepted by the Board of Directors, stating:
- the willingness to participate in the association activities;
- the full acceptance, without any reservation, of the Statute and the ethical principles contained therein;
- the acceptance of the activities, purposes, and methods of the Association.
Individuals eligible as members are: undergraduates (BAs) and master students (MAs), graduates (who want to work in the world of scientific and / or industrial research), PhD students, postdoctoral fellows and young researchers, both resident in Italy and abroad.
Members can also be: researchers in different fields, professors, science communicators and science journalists, professionals working in the sector of technological development.
It is also foreseen the honorary association for individuals who have distinguished themselves for their work in the scientific community (Nobel prizes or worldwide renowned scientists, leaders in their research field).
Even laboratories, institutes, and public or private research institutions, represented by their legal representatives or directors, may join the Association as partners with the right to a single vote.
The Association is composed of founder members, ordinary members, supporting members and honorary members:
- The founding members are the members who, by participating in the Constituent Assembly, have approved the establishment of the Association;
- Ordinary members are those who adhere to the Association upon presentation of appropriate written request, according to the terms and conditions contained in this Statute. Ordinary members carry out continuously the Association’s institutional activities among those mentioned in Article 5 of this Statute;
- The supporting members are individuals, legal persons, associations or institutions which, while not directly engaged in the Association’s activities, support the Association with appropriate contributions and pursue similar objectives, maintaining a constant participation in the debate on the issues indicated in Article 4 of the present Statute;
- Honorary members are those who are appointed by the Board of Directors on the basis of particular merit and worthy activities in which they have distinguished themselves.
Art. 7 – APPLICATION
In order to get a membership it is necessary to submit a written application to the Board of Directors, stating:
- first and last name, social security number (codice fiscale) or passport number (for non-italian citizens), date and place of birth, academic degree or academic qualification, profession and residence;
- express statement of willingness to join the Association;
- unreserved acceptance of the present Statute and the ethical principles contained in it, as well as the activities, purpose and method of the Association.
Complete applications must be sent to the Board of Directors, and must contain the signature of the applicant, otherwise they will not be considered as valid.
The membership will be ratified by the Board of Directors, and then communicated to the applicant. Applications are accepted or rejected by the Board of Directors if, according to the Board’s judgment, they are deemed in line or not with the required criteria given in the Statute of the Association.
Decisions of the Board of Directors are to be considered as unquestionable, however applicants may still file a complaint, to be submitted in writing to the General Members’ Meeting within 7 (seven) days from the date of the notice of denial.
Upon acceptance of membership, the Association will deliver to the applicant a special badge of membership and, at the same time, will collect the payment of the membership fee. Concurrently, the new member will be included into the Book of Members of the Association.
Art. 8 – RIGHTS AND DUTIES OF MEMBERS
Rights of the members are:
- the right to attend the Members’ Meeting and to vote directly for approval and amendments to the Statute, regulations, and for the election of the governing bodies of the Association, as well as for the approval of the annual Financial Statement and the related Report of Mission. Only members who have paid the membership fee are entitled to vote.
Active and passive electorate: the Founding, Ordinary, Honorary and Supporting Members have all an equal right to vote and may freely candidate themselves for the renewal of the Board of Directors;
- the right to use the Association’s premises, its facilities and equipment;
- the right to participate in the activities promoted by the Association and to benefit by all the proposed services;
- the right to freely express their opinion on the Association and the people involved in it;
- the right to regularly receive information about the Association.
Duties of the members are:
- the duty to respect the Statute and the regulations of the Association;
- the duty to respect the aims of the Association through a behaviour that conforms to its social and ethical principles;
- the duty to comply with the resolutions adopted by the Boards of the Association;
- the duty to pay a membership fee before the established deadline, whose amount is established annually by the Board of Directors;
- the duty to use appropriately the equipment and the premises provided by the Association;
- the commitment to actively participate and contribute in the Association’s activities, at the best of one’s possibilities, in order to achieve the best possible implementation of the purposes of the Association.
Art. 9 – TERMINATION OF MEMBERSHIP
Membership is terminated by resignation of the member or by exclusion ordered by the Board of Directors.
A member who wishes to withdraw from the Association shall send notification by registered mail or certified e-mail addressed to the Board of Directors, at least one month before the deadline for payment of the membership fee.
The exclusion of a member can always be decided by the Board of Directors for serious reasons, such as:
- dishonorable actions damaging the reputation of the Association;
- conduct that prevents the good performance of the Association;
- arrears in the payment of the membership fee: the member who fails to renew enrollment in the Association for two consecutive years automatically loses his membership;
- failure to meet the statutory and regulatory duties.
The membership fee can not be transferred nor revaluated. The member who resigns for any reason will never be reimbursed of the membership fee nor of other amounts of money paid to the Association for participating in the activities.
The exclusion and expulsion from the Association will be decided by the Board of Directors with a vote to which simple majority rules apply. The measure must be always communicated in writing to the member and must be substantiated.
The member excluded may always file an appeal to the Assembly of Members against the decision of the Board of Directors. The expelled member can, in this case, present his objection against the decision of the Board of Directors in written form, by sending a specific appeal to the Members’ General Assembly; the appeal does not suspend the enforceability of the initial expulsion or radiation.
Art. 10 – OFFICES OF THE ASSOCIATION
The corporate bodies are:
- the Members’ Assembly; 2) the Board of Directors;
3) the President; 4) the Vice President; 5) the Treasurer; 6) The Secretary.
Art. 11 – VOTING RULES
The Association conforms to the principles of internal democracy, and all members have one vote of equal value with the exception of the President of the Association, whose vote prevails in case of a tie in the votes of both the Annual General Meeting and the Board of Directors.
All members, without distinction, can participate in the approval and change of the association’s acts and the appointment of the governing bodies.
Voting rules: in addition to the ordinary paper-based voting systems at the Association site, the use of electronic digital systems that guarantee absolute privacy and anonymity of the vote is also allowed. In that case, all the voting members shall adopt that system, otherwise the vote might be nullified. The Board of Directors establishes the voting procedures to be adopted at each occasion.
Art. 12 – THE ASSEMBLY OF MEMBERS
The Assembly is the sovereign body of the association. It is composed of all members who have paid the membership fee and have been registered in the Members’ Register by the date of the convocation.
The Assembly meets to approve the Income and Cash Flow Statement, the relative Mission Report and the annual program of activities. It also decides on the matters in the agenda proposed by the Board of Directors.
The Assembly is also convened for the election of some offices of the Association, when their mandates expire: the Board of Directors and the President of the Association. In addition, the Assembly may decide, in an extraordinary session, on the amendments to the Constitution and the dissolution of the Association.
The Assembly of Members is convened by the President, at least once a year, within four (4) months from the end of the social year, and whenever he deems appropriate. The Assembly shall be chaired by the President. The convocation may also be requested by at least 1/5 (one fifth) of the members.
The convocation is made with a notice displayed at the registered office or in another place that needs to be specified, not less than twenty (20) days before the date set for the Meeting on the first call. The notice must contain the agenda, date, time and place of the meeting for both the first and second calls. The notice of the meeting is also communicated to the individual members by certified letter (registered mail or priority mail with delivery notice), by publication in the newspaper or newsletter of the Association, by fax, or by e-mail message with a read notice.
Assemblies can be both ordinary and extraordinary. At ordinary and extraordinary meetings, each member may represent no more than three members (including himself), provided he holds a regular written proxy. The proxy needs to be sent via e-mail to the Board of Directors. Professionals, consultants and external experts may participate in the general meeting, without voting rights, if their presence is necessary for illustrating, discussing and resolving specific issues.
The Ordinary General Assembly approves:
- the election of the Board of Directors and the President of the Association;
- the approval of the Economic and Financial Statement and the Mission Report;
- the general lines of the annual program of activities;
- the regulations drawn up by the Board of Directors;
- matters related to the management of the Association proposed by the Board of Directors in accordance with the Members’ Meeting Sovereignty Principle.
In the first call, the Ordinary General Meeting is duly constituted with the presence of half plus one of the members entitled to participate (absolute majority). In the second call the Assembly can deliberate whatever is the number of attending members (simple majority).
The Assembly may decide, on the matters on the agenda, with the favorable vote of half plus one of the voters.
The Extraordinary General Assembly approves:
- requests of modifications to the Statute;
- dissolution and liquidation of the Association.
The Assembly may amend this Statute, in accordance with the fundamental aims of the Association. Concerning the changes to the Statute, and the dissolution of the Association, the Extraordinary General Meeting is duly constituted, on the first call, with the presence of at least 3/4 (three quarters) of the members and deliberates with the favorable vote of at least 3/4 (three quarters) of the present members. The Extraordinary General Meetings are valid, on second call, in case of absolute majority (half plus one of the registered members) and the decisions are taken with the affirmative vote of at least 3/4 (three quarters) of the attendees. The Meetings must be recorded in writing with minutes. The Secretary shall take minutes of the deliberations of the Assembly, which must be signed by the Chairman of the Assembly and the Secretary, and then transcribed in the book of minutes of the Assembly of Members.
Art. 13 – THE BOARD OF DIRECTORS
The Association is administered by the Board of Directors, which shall act as the executive body. The Board of Directors consists of 11 members, named councillors and elected among all members entitled to vote. Among the 11 members are then elected the President, Vice-President, Treasurer and Secretary. The meetings of the Board of Directors are chaired by the President and, in his absence, by the Vice-President. The sessions are valid when at least the majority of members is attending. Decisions are taken with the simple majority of the votes of the members who are present. In case of a tie, the vote of the President prevails.
The Board is convened by the President whenever there are matters to approve, or if requested by at least three (3) councillors. In the latter case, the Board of Directors shall meet within 14 (fourteen) days from the request.
The Council is convened by the President through written communication (registered mail or priority mail with delivery notice) or e-mail with reading notice, to be sent to each councillor at least 7 (seven) days before the date set for the meeting. Delegation is allowed only for valid and justified reasons. The unjustified absence of a councillor in more than three (3) annual meetings of the Board of Directors, shall immediately involve his removal from office. The meetings of the Board of Directors must be recorded in the minutes, signed by all presents and transcribed in the book of resolutions of the Board of Directors by the Secretary. In his absence the Chairman shall appoint a secretary among those who attend.
Duties of the Board of Directors:
- approve the program of the Association, taking the necessary measures for the implementation of the decisions and program guidelines;
- lay down the rules for the internal organization of the Association, including the choice of the voting procedures to be adopted;
- manage the organization of all the activities, including the relationships with agencies and research organizations, as well as with the media;
- elect internally among its councillors: Vice-President, Secretary and Treasurer;
- identify the criteria for admission of new members, accept or reject applications for admission of new members to the Association;
- take disciplinary measures;
- fill in, each year, the Economic and Financial Report and the related Mission Report submitting them for approval to the General Meeting;
- manage all the collected funds and the administrative affairs; hiring employees; stipulate employment contracts, and give advisory mandates;
- determine and approve the expenses and lump-sums of managers and organizers of the Association activities, as well as of those performing administrative, managerial and secretarial roles;
- manage relationships with credit institutions; manage all financial aspects of the Association, sign loans, financial and insurance agreements, and everything else needed for the proper functioning of the Association;
- verify, together with the President, the good work of both the Secretary and the Treasurer;
- ratify or modify the measures taken by the President in circumstances of emergency.
Election of the Board of Directors: The Board of Directors is elected by the members. Each member has equal voting right and can express two (2) preferences among the candidates presented to the Assembly. The Board of Directors shall hold office for two years.
The candidates are elected with the absolute majority of the votes, that is with the consent of half plus one of the registered members. In the second call for the election, it will be sufficient the simple majority, that is with the consent of half plus one of the members present and intervened. Should a member of the Board of Directors resign or be prevented from the office for other reasons, the first non-elected member will succeed. The Board of Directors may replace him by appointing the first of the unelected, who shall hold office until the end of the mandate of the entire Board. If the number of appointed councillors falls below seven (7), the Assembly has to elect a new Council.
Art. 14 – PRESIDENT
The President is the legal representative of the Association, both with third parties and in court.
The President has the signature on the acts of the Association, for both the partners and third parties. The President is responsible for the overall good performance of Association, representing the ideas, expectations and opinions of the members. The President, who is also the President of the Assembly of Members and Chairman of the Board of Directors, can call the Board of Directors’ Meeting and makes sure that the resolutions of both the Board of Directors and the General Assembly get implemented. The President also ensures the observation of the Statute and the social discipline. In case of proven necessity or urgency, the President takes the measures of competence of the Board of Directors, which then need to be ratified at the subsequent meeting. The President can delegate both individual acts and groups of acts, always and only in written form, to the Vice-President, to one or more councillors, or to one or more members. The President oversees, along with the entire Board of Directors, the operations of both the Treasurer and the Secretary. In case of absence, impediment or resignation, the functions of the President are performed by the Vice-President of the Association.
Election of the President: The President is elected by the General Meeting among the members of the Board of Directors. Each member has one vote of equal value.
The President remains in office for two years and in case he is elected for two (2) consecutive terms, after the second election, he/she can not in any way be immediately re-elected.
It is elected the candidate who has obtained the absolute majority of the votes, that is with the consent of half plus one of the registered members. In the second call for the election it will be sufficient the simple majority, that is the consent of half plus one of the members present and intervened.
Art. 15 – VICE-PRESIDENT
The Vice-President replaces the President in case of his absence, temporary impediment or resignation and in those tasks in which it is expressly delegated.
If the office of President becomes vacant, the Vice-President succeed to the presidency until the next Assembly of members, where the new President will be elected.
In case of resignation of the President, the Vice-President will convene the general meeting to elect the new president within 20 days.
The Vice-President supports the President in all the initiatives he undertakes, supporting him and supporting his line of action.
The Vice-President can not in turn delegate tasks that already have been delegated to him without having permission from the President.
Election of Vice-President: The Vice President is elected by the Board of Directors, within its members. The Vice-President is elected for two years and in case he is elected for two (2) consecutive terms, after the second election, he can not in any way be immediately re-elected.
It is elected the candidate who has obtained the absolute majority of the votes, that is with the consent of half plus one of the members of the Board. In the second call for the election it will be sufficient the simple majority, that is the consent of half plus one of the members present and intervened.
Art. 16 – TREASURER
The Treasurer is responsible for managing the funds and bank account of the Association. He must report monthly to the Board of Directors with the procedures and terms of employment of the sums spent by the Association in carrying out its activities.
Both if the Association will delegate with contracts the economic and fiscal management to a professional or an external company, and if it will continue on its own without any external collaboration, the Treasurer will still have the task to draft the records and bills needed by the Board of Directors to prepare the Financial Report and the Mission Report of the Association. The Treasurer decades from his office if he is deemed inappropriate or not adequate to his tasks by the Board of Directors.
Election of the Treasurer: The Treasurer is elected by the Board of Directors among its members. The Treasurer shall serve for two years and in case he is elected for two (2) consecutive terms, after the second election, he can not in any way be immediately re-elected.
It is elected the candidate who has obtained the absolute majority of the votes, that is with the consent of half plus one of the Directors. In the second call for the election, it will be sufficient the simple majority, that is the consent of half plus one of the members present and intervened.
Art. 17 – SECRETARY
The Secretary executes the deliberations of the President and the Board of Directors, he prepares the minutes of the meetings, and takes care of the correspondence. He can also be delegated by the President to perform certain tasks or attend specific businesses.
The Secretary decades from his office if the Board considers his actions not in line with what is required to conduct the tasks in a careful, timely and diligent manner.
Election of Secretary: The Secretary is elected by the Board of Directors within its members.
The Secretary shall hold office for two years and in case he is elected for two (2) consecutive terms, after the second election, he can not in any way be immediately re-elected.
It is elected the candidate who has obtained the absolute majority of the votes, that is with the consent of half plus one of the Directors, is elected. In the second call for the election, it will be sufficient the simple majority, that is the consent of half plus one of the members present and intervened.
Art. 18 – GRATUITOUSNESS OF THE OFFICES
All the positions mentioned in this Statute are not remunerated except for the reimbursement of duly documented expenses incurred in the name and on behalf of the Association and/or the performance of a specific assignment, if previously authorized by the Board of Directors.
Art. 19 – VOLUNTARY SERVICES AND COLLABORATION WORK
The Association must predominantly take advantage of the voluntary services of its own members, but it can also hire employees, or make use of self-employed workers to ensure the smooth operation of the facilities or to qualify and specialize its activities.
Art. 20 – ASSETS OF THE ASSOCIATION
The association’s assets may only be used for the fulfillment of the activities described in this Statute.
The social assets are indivisible and consist of:
1) movable assets and real estate properties of the Association; 2) contributions and donations; 3) operating surpluses; 4) any other good and right the association legitimately owns.
The assets may not be intended for purposes other than those for which the Association was formed, and are indivisible as long as the association exists.
Individual members, expelled and resigning members can not claim a share of the assets of the Association or make claims on them.
The revenue of the Association consists of:
1) the due fee fixed by the Assembly and annually paid by the members of the Association in order to join the Association and to be eligible for voting in the assembly; 2) the incomes from the non-commercial organization of seminars, conferences, exhibitions, and other cultural events; 3) the funds provided by research institutes, universities, public and private companies and by banking and non-banking credit institutions for the organization of events; 4) participation in research projects, scientific studies and outreach programs commissioned by third parties (public or private); 5) the fees paid by its members to participate in activities organized by the Association, such as cultural events, seminars, and conferences; 6) the earnings deriving from selling, especially to its members and to third parties, publications, scientific general news, surveys, research and scientific studies. In such cases, the Association may use either printed papers (books, magazines, newspapers, brochures, handbooks) or IT tools (e-mail, newsletters, websites and portals); 7) the fees paid by its members to participate in certain activities organized by the Association, such as training courses, workshops and tutorials in physics and scientific research, basic and applied, that make use of traditional platforms (classrooms at the Association main site or in different places) and IT platforms (on-line courses, “e-learning”); 8) participation in national and international calls for scientific research projects; 9) donations, inheritances, bequests made by members or third parties; 10) any contribution from provinces, regions, public authorities, universities, and research institutes; 11) any additional contributions asked by the Association’s Board of Directors to the members in order to meet the costs of the proposed activities or any debts; 12) funds collected occasionally during celebrations, anniversaries or awareness campaigns in accordance with Article 143 paragraph 2 letter A of the Presidential Decree December 22, 1986 n.917;
13) offers of goods of moderate value or services from investors made occasionally at public fund collections for celebrations, anniversaries or awareness campaigns in accordance to article 143 paragraph 2 letter A of the Presidential Decree December 22, 1986 n.917; 14) Any other income and any proceeds from the initiatives undertaken by the Association in accordance with its institutional purposes, while respecting its own purposes, and any other income that contributes to increase the disseminating activities.
Art. 21 – FINANCIAL YEAR
The fiscal year begins on January 1st and ends on December 31st of each year.
Art. 22 – FINANCIAL AND MISSION REPORT
Within 30 days of the end of each financial year, the Board of Directors prepares the Economic and Financial Report and the Mission Report of the Association, to be submitted for approval to the Annual General Meeting. The Report should inform about the overall economic and financial situation of the Association. The Report must be prepared clearly and accurately, while respecting the principles of transparency towards the members. The Mission Report should give testimony of the activities, events and initiatives organized by the Association.
The Financial and Economic Statement and the Mission Report prepared by the Board of Directors should be submitted for approval to the Members’ Assembly no later than 4 (four) months before the end of the social year. They must be deposited at the registered office at least 15 (fifteen) days before the date set for their approval, so that all members can check them. During the life of the Association it is forbidden to distribute, even indirectly, profits, operating surpluses, funds, reserves and the capital, unless the destination or distribution is imposed by law. Any profits or operating surpluses should be employed for the institutional activities.
Art. 23 – DISSOLUTION OF THE ASSOCIATION AND ALLOCATION OF REMAINING FUNDS
The dissolution is approved by the Members’ Extraordinary Assembly, with the favorable vote of at least 3/4 (three quarters) of the members according to the terms and conditions set out in Article 11, for the following reasons:
- Impossibility to pursue the purposes of the Association;
- Operating inability of the Association due to the lack of an appropriate number of members;
- Any other condition that could jeopardize the guiding principles of the Association or that may prevent the Association from carrying out its activities.
In case of dissolution for any reason, the Members’ Assembly will decide the destination of the remaining assets, reserving them to other associations or organizations with similar aims and purposes, or purposes of public utility, after having consulted the monitoring body given in Article 3, paragraph 190, of the law December 23rd, 1996, n. 662, unless otherwise enforced by law.
Art. 24 – REFERENCE REGULATION
For matters not covered by this Statute, reference should be made to the norms contained in the implementation regulation and to the laws in this matter.