By-laws of the Spaceguard Foundation (english translation)
This is the english translation of the by-laws
of the Spaceguard Foundation. The corresponding
original italian
version is also available: that is the only version
valid from a legal point of view, since the Foundation is starting
as an italian association, which could be in the future transformed into
a real international Foundation.
BY-LAWS of the Association
The Spaceguard Foundation
Article 1: Association
An Association named The Spaceguard Foundation, hereinafter referred to
as the Association, is hereby incorporated, with registered office
in Rome (Italy).
Article 2: Characteristics of the Association
The Association shall be non-party, non-political and non-profit. All those
who believe it useful to pursue the objective proposed by the Association may
become members of the Association - regardless of country or nationality, sex,
race, political or religious faith. The Association shall be of an
international scope, free and independent of any government, political
organization or party. The English language shall be the official language of
the Association.
Article 3: Purposes of the Association
The Association shall have as its institutional purpose the protection of the
Earth's environment and the structure of human civilization. In fact, at this
time it is commonly accepted that in the past the Earth - and it shall be in
the future - has been subject to the bombardment of solar system objects
(comets and asteroids): in the most serious circumstances, these impact events
have the potential to jeopardize the survival of many living species, including
our own.
The main task of the Association shall be attained through the surveillance and
protection of the Earth from the impact of comets and asteroids (technically
defined NEO - Near-Earth Objects); the Association is therefore an entity
eminently oriented within the most general framework of scientific research and
shall pursue the following purposes:
a) to promote and co-ordinate activities for the discovery, pursuit
(follow-up) and orbital calculation of the NEO at an international level;
b) to promote study activities - at theoretical, observational and
experimental levels - of the physical-mineralogical characteristics of the
minor bodies of the solar system, with particular attention to the NEO;
c) to promote and co-ordinate a ground network (the
Spaceguard System), backed up by possible satellite network, for the
discovery observations and for astrometric and physical follow-up.
In order to divulge its activities and give practical application to the
research and therefore to provide a valid contribution to environmental safety
of the international community, the Association proposes:
to exchange and to propagate scientific, cultural, economic and social
information of general interest on a world-wide level;
to use existing observatories for the research, or to build and manage
its own observatories in the visible bands, infra-red and ultra-violet of the
electro-magnetic spectrum, as well as radar mapping facilities;
to create and manage a Spaceguard Institute for the purpose of
carrying out theoretical studies, to formulate operating proposals, to train
young scientists, to maintain contacts with the international scientific
community and with the other non-scientific organizations;
to finance and support a Co-ordination Center, with personnel and instruments,
for collecting, processing and recording data, as well as for the definition of
observation strategies of the Spaceguard System;
to promote information activities on possible or probable events in order
to provide national and international organizations entrusted to take all those
actions necessary to prevent or to limit possible environmental damage deriving
from the impact of the NEO;
to promote and to increase the production of full-length films, videos
and news bulletins, developing publishing in association, with the purpose of
divulging news and information on the state of the research, whether through
the press or on electronic network;
to promote and organize symposia, conferences and debates on the subjects
covered by the purposes of the Association.
In order to attain these objectives, the Association may take all the social,
political, cultural, economical and legal initiatives useful in attaining its
corporate purpose, on its own or in collaboration or in agreement with Public
and Private Entities, other associations, companies, international
organizations.
Furthermore, it may promote the establishment of similar types of associations
abroad, having as their objective one or more of the purposes of this
Association. The Association shall therefore participate directly in the
activities of such other associations.
Article 4: Members
The members may be Italian and foreign citizens, natural or legal persons, of
any sex, race or nationality, political or religious faith who consider it
useful to contribute to the pursuit of the Association's purposes. The
membership shall be of the following categories:
Trustee,
Sustaining,
Regular and
Associate.
Trustee Members shall be Italian or foreign personalities
of recognized
scientific and cultural value, who wish to adhere to and to morally support the
objectives of the Association. Trustee Members, composing the Committee of
Trustees, shall be appointed upon proposal of the Board of Directors by a
majority vote of at least one-third of its Members with the uncensurable
opinion of its Members and shall be exempt from payment of membership fees.
The opinion of the Committee of Trustees may be requested by the President,
should amendments to these By-laws be necessary.
Sustaining Members shall be the founders who have executed
the Articles
of Incorporation, those who shall have explicitly requested, via e-mail,
facsimile or normal mail, produced by one of the founders at the time of
execution of the Articles of Incorporation, to become Sustaining Members, and
Regular Members that have distinguished themselves by supporting the
development of the Association through a considerable economic contribution
and/or work commitment. The latter shall be appointed by the Board of
Directors, with a majority vote, upon the request of the President and their
appointment shall be temporary according to the judgment of the
Board. Sustaining Members shall be obliged to pay annual fees.
Regular Members shall be all those who intend to be
actively interested
in the realization of the Association's purposes and who have filed an
application for membership, declaring to accept these By-laws.
Regular Members, whether natural or legal persons, shall pay annual fees and
participate, in the manner indicated in these By-laws, in the Regular Meetings
of the Members with the right to vote. Application for membership as a Regular
Member must be presented to the Board of Directors which shall resolve by
majority vote without giving its reasons.
Associate Members shall be those who limit themselves
to finance the
Association's activities and are interested in the problems connected with its
purposes although not actively engaged in the pursuit of its purposes.
Associate Members shall not have voting rights.
Admission of Associate Members shall be resolved by the Board of Directors
with uncensurable vote which authorizes issuance of a membership card.
Article 5: Rights and Obligations of Members
Members shall have the right to enter the Association's premises and
to participate in all of the Association's initiatives.
Members shall be obliged to pay a fee in accordance with the By-laws and any
internal regulations and with the resolutions taken by the bodies of the
Association. Sustaining and Regular Members shall be eligible for office,
excluding the Presidency and Board of Directors, limited only to Sustaining
Members. Resignation from office shall be made in writing and shall be
effective upon receipt by the body from which the resigning party is a Members.
Article 6: Expulsion and Withdrawal of Members
Members may withdraw at any time by giving written notice to the Board of
Directors, even through registered letter with acknowledgment of receipt.
A Member forfeits its position:
a) by resignation, interdiction, death;
b) by not attending three consecutive meetings without justification;
c) by failure to pay membership fees within six months from the due
date;
d) by actions contrary to the objective of the Association;
e) when public or private conduct is contrary to the purposes
and prestige of the Association.
In the situations under letters b), c), d) and e) the forfeiture of membership
shall be resolved by the Board of Directors; such resolution may be appealed
to the Meeting of the Members within fifteen days of the communication.
Article 7: Assets and Revenue
The assets of the Association shall be composed by the movable and immovable
property in any manner acquired by purchases, gifts, legacies, inheritances,
or of the sums set aside for any purpose, in Italy or abroad.
The assets of the Association are indivisible. The assets shall be directly
managed by the Board of Directors, which may delegate the management to others.
The revenue of the Association shall be composed of:
regular annual fees paid by Members in the amount
determined by the General Meeting of the Members at the beginning of each
financial year;
contributions and voluntary payments by Members and by
third parties, including public and private institutions;
any other revenue resulting from the activities or assets of
the Association.
The fees paid are not refundable and no Member shall have any right on the
Association's assets during the life of the Association.
Article 8: Annual Accounts
The financial year shall run from January 1 to December 31 of each year. The
Board of Directors shall, by April 30 following the closure of each financial
year, draw up the final balance sheet and the budget for the current year and
shall submit them to the General Meeting of the Members for approval.
Article 9: Organization
The Bodies of the Association shall be:
Committee of Trustees;
Assembly of the Members;
Board of Directors;
President;
Vice-President;
Secretary;
Treasurer.
Article 10: Committee of Trustees
The Committee of Trustees shall be composed of all the Trustee Members. The
Committee shall be the consulting body of the President on all matters
concerning the affairs of the Association. Upon the President's request, the
Committee shall issue an opinion, in particular on amendments of the By-laws of
the Association.
Article 11: Assembly of the Members
The Assembly of the Members shall be the body of the Association for passing
resolutions. The President shall call the regular Assembly, in Italy or abroad,
at least once a year and a special Assembly when he/she deems it necessary or
when requested by at least one-third of the Board of Directors or at least
one-third of the Sustaining and Regular Members. All Members who have paid
their membership fees at the time of the calling of the Assembly shall have
title to attend the Assembly of the Members. The Board of Directors may call
the Assembly of the Members on electronic network, with the modalities
indicated in this Article.
The Assembly of the Members shall:
provide for the election of the Board of Directors, whose members shall
be elected among the Sustaining Members;
discuss the program and the essential direction of the Association's
activities, by furnishing the Board of Directors with basic indications;
examine the general problems of interest to the Association;
establish the amount of the annual membership fees;
ratify the amendments to the By-laws, after they have been resolved upon
by the Board of Directors.
The Assembly shall be called by a notice to be sent by facsimile, regular or
electronic mail, at least thirty days before the date set for the Assembly. The
notice of the Assembly shall contain a list of the items on the agenda, the date
and the place where the meeting is to be held or if the meeting is to be held
on an electronic network. In the first case, two consecutive calls shall be
provided, while in the second case, the duration period of the discussion shall
be indicated.
Members may be represented at the Assembly by other Members, who shall not be in
conflict of interest with respect to the items on the agenda, by proxy to be
sent to the registered office of the Association by facsimile the day before
the first call or the beginning of the discussion.
In the event that the Assembly is held on an electronic network, the Members'
votes for each resolution shall be confirmed - under penalty of invalidity -
in addition to the electronic message, by facsimile on the same day in which
the voting takes place. The Secretary of the Association shall count the valid
votes and shall inform the President on the same day.
The Assembly shall validly resolve by an absolute majority of Members
expressing a vote in compliance with this article, regardless of the number of
Members present.
The Secretary of the Association shall draw up the minutes of the Assembly, to
be signer by the President of the Board of Directors. If the Assembly of the
Members is called on electronic network, the minutes shall consist of the
collection of all messages received within the terms indicated in the call of
the Assembly.
Article 12: Board of Directors
The Board of Directors shall be composed of three to seven members selected
among the Sustaining Members. It shall meet upon call by the President, also by
electronic network.
The Board of Directors shall be invested with full powers for ordinary
and extra-ordinary administration of the Association and shall have the
authority to carry out any operations useful in attaining the purpose of the
Association, with the only exception of those reserved by these By-laws to the
Assembly of the Members.
The Board of Directors shall:
elect a President and a Vice-President of the Association from its
own Members, in the first meeting of the Board after the elections;
elect, even among Regular Members, a Secretary and a Treasurer;
appoint Trustees and Sustaining Members and admit Regular Members;
call Assembly of the Members, if necessary or upon the request of
at least one-third of those having the right to do so;
prepare the budget and final balance sheet and submit them for
approval by the Assembly of the Members by April 30 of each year;
resolve, by majority of two thirds of its members, possible
modifications to the present By-laws which shall be ratified by the Assembly of
the Members; if not ratified, these modifications shall not be valid.
implement the resolutions of the Assembly;
promote and formulate proposals and initiatives to submit to the
Assembly;
take all other actions appropriate for the attainment of the
Association's objective within the framework of the indications given by the
Assembly of the Members.
The Board of Directors shall resolve by a majority vote of its Members.
The term of office, renewable, shall be three years; the Members appointed for
the first time in the Articles of Incorporation shall remain in office for six
years.
Article 13: Presidency
The President shall be elected by the Board of Directors by secret ballot and
by a majority of its Members. The term of the office shall be for three years
and is renewable.
The President shall:
be the legal representative the Association, in Italy and abroad;
call and preside over Assembly of the Board of Directors and of the
Assembly of the Members;
take care of the implementation of the resolutions;
co-ordinates the Association's activities.
The President shall have the authority to open regular current accounts, in
Italy and abroad, with credit institutions and carry out any operations of
ordinary administration. He/she may also issue special and general powers of
attorney.
The Board of Directors shall give special authorization for matters beyond
those of ordinary administration.
Article 14: Vice-President
The Vice-President shall replace the President each time the latter is impeded
or absent. He/she may also be granted written authority for individual
transactions of ordinary administration.
Article 15: Secretary
The Secretary shall draw up the minutes of the Assembly and of the meetings of
the Board of Directors to which he shall participate, attend to correspondence,
and shall be responsible for keeping the records and documents of the
Association and shall provide - also with the help of collaborators - the
translation into the Italian language of all those documents that must be drawn
up in the Italian language according to law. The term of the office is for
three years and is renewable.
The expenses regarding the operation of the Secretary's office shall be borne
by the Association.
Article 16: Treasurer
The Treasurer shall be responsible for the Association's funds. Expenses shall
be authorized by the President, or in case of absence or impediment of the same
by the Vice-President or, in case of absence or impediment of
both, by a Director, and the related documents shall be kept, also for purposes
of legal requirements.
The Treasurer shall remain in office for three years and can be reconfirmed not
more than two times.
Article 17: Gratuity of Offices
The Association's offices shall be gratuitous. Authorized and documented
expenses may be reimbursed.
Article 18: Dissolution
In the event of dissolution of the Association, for any reason whatsoever, the
property of same shall be devolved according to the methods established by the
Assembly of the Members and shall be resolved with a majority vote of at
least two-thirds of the Members in compliance with the provisions of law.
Article 19: Final Provisions
For matters not provided for by this By-laws, reference should be made to
the provisions of the laws in force.
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