Home › About ›

Statute

Article 1
CONSTITUTION – DENOMINATION - OFFICES

  1. Hereby constituted is “Istituto Europeo di Ricerca sull’Impresa Cooperativa e Sociale” – EURICSE – (European Research Institute on Cooperative and Social Enterprises), henceforth denominated “Institute” or “Foundation”.
  2. The Institute is founded by initiative of the Federazione Trentina della Cooperazione (Trentino Federation of Cooperatives), the University of Trento and Cooperatives Europe, in continuity with ISSAN - Istituto Studi Sviluppo Aziende Nonprofit and with the support of the Autonomous Province of Trento.
  3. The Institute is characterised by Italian law as an associational foundation. It has the legal status of a private nonprofit and operates with full statutory and management authority. The Foundation may distribute, either directly or indirectly, profits or operating surpluses, as well as funds, retained earnings or capital during the life of the entity. Profits and operating surpluses must, in all cases, be directly reinvested for pursuit of the Institute’s activities and those connected therewith.
  4. The Institute has its registered office in Trento. It may establish temporary or permanent branch or representative offices in Europe and elsewhere.

Article 2
AIMS

The Foundation shall promote and develop study and research on cooperatives and social enterprises, and non-profit organizations more generally, and on their contribution to economic and social development, from an international and multidisciplinary perspective. The Foundation also promotes the cultural and professional growth of social and cooperative entrepreneurs, as well as the managers and administrators of those organizations, supporting their innovative strategies and practices.

Article 3
ACTIVITIES

In pursuit of these aims the Foundation shall undertake:

  • National, international and comparative empirical and theoretical research on topics concerning cooperatives, social enterprises and non-profit organizations, fostering the involvement of young researchers in particular.
  • Training programmes for young people, European and Italian managers of cooperatives, social enterprises and non-profit organizations, on its own account or in collaboration with the University of Trento and Italian and international universities.
  • Promotion and consulting addressed in particular to the organizations concerned and their representative bodies, as well as to subjects intending to undertake cooperative, social and non-profit initiatives.
  • Activities and initiatives to pilot and promote these organizational forms. In particular, initiatives undertaken with a view toward cooperation in order to promote international solidarity and cooperation for development may contribute to the economic and social growth of countries encountering difficulties and delays of development.

The Foundation may use all the instruments and equipment necessary to assure the accomplishment of the activities listed, including libraries, websites, journals and publications. The Institute shall carry out its activities mainly in Europe, but it may develop initiatives, autonomously or in collaboration with other entities, in any country of the world.
In compliance with its institutional aims, the Foundation may, in Italy and abroad, undertake any lawful operation that it deems necessary, useful or opportune for achievement of the above-mentioned aims, and any economic, commercial and financial activity and transaction concerning assets and immoveable or moveable property. To the same ends, it may assume non-majority shareholdings in joint-stock companies, thereby participating in entities other than associations, committees, foundations, and others.

Article 4
MEMBERSHIP

  1. Any private or public body may become a Member of the Institute provided they share its aims and intend to contribute to its activities,
  2. Members are divided as follows:
    a.Institutional
    b.Ordinary
    c.Associate
  3. The Institutional Members are:Università degli Studi di Trento, Federazione Trentina della Cooperazione, Cooperatives Europe. Institutional Membership is permanent unless relinquished by the body concerned.
  4. Ordinary Members are those indicated as such in the articles of association, as well as other subjects which contribute significant resources to the Institute’s assets or operations in accordance with the regulations established by the Steering Committee. Ordinary Member status is temporary and has a duration of seven years, which is renewable.
  5. Any public or private body, other than those mentioned above, may become Associate Members if they contribute to the activities of the Institute with a lump-sum or annual contribution, or other resources or skills, in accordance with the regulations established by the Steering Committee. Associate membership is temporary and normally renewable on a yearly basis.
  6. Members, whether Institutional, Ordinary or Associate, cannot repeal the contributions submitted nor claim ownership rights.

Article 5
ASSETS

The initial assets of the Foundation consist of:

  • The contributions made by the Institutional and Ordinary members.
  • Other proceeds, of whatever form, allocated to assets by the Management Committee.
  • Public and private contributions.
  • All other goods, moveable or immoveable, acquired and allocated to assets.
  • Any operational surpluses allocated to assets on approval of the statement of accounts.

Article 6
BODIES

The following are bodies of the Foundation:

  • The Board of Institutional Members
  • The Steering Committee
  • The Management Committee
  • The Chairman
  • The Board of Auditors

Article 7
THE BOARD OF INSTITUTIONAL MEMBERS

  1. The board is composed of the legal representatives of the Institutional Members or their delegates.
  2. It meets at the request of the President and must convene promptly when requested to do so by at least one Member.
  3. The Board decides on matters concerning: a.Modification to the statute b.Dissolution of the Foundation c.Appointment of the President and the members of the Management Committee and their remuneration.
  4. The Board is presided over by the President or, in his absence or impediment, by the Vice Chairman. The Board is convened by the dispatch of a registered letter or any other means that provides proof of receipt. In the case of convocation by fax, e-mail or other similar means, the notification must be sent to the specific fax number or e-mail address provided by each member. The convocation must specify the date, place and time of the meeting, and state the agenda. The convocation must be sent at least thirty days before the meeting. Attendance at the meeting is also permitted by teleconference or videoconference, provided that all participants can be identified and that they are able to follow the discussion and intervene in real time on the matters discussed. If these conditions are fulfilled, the committee meeting is considered to be held on the premises where the President and secretary are located.
  5. In order to ensure that the activities undertaken by the Institute are consistent with its statutory purposes and of adequate scientific quality, the Board may institute an Advisory Board, which reports to the Steering Committee, determining its composition, tasks, duration and remuneration.
  6. Decisions are made by majority of at least 2/3 of members.

Article 8
STEERING COMMITTEE

  1. The Steering Committee consists of representatives from all the Institutional and Ordinary Members.
  2. The Committee performs the general function of direction and control over the Foundation’s activities. In particular, it is responsible for decisions regarding:
    a.Approval of multi-year planning documents prepared by the Management Committee.
    b.Appointment of the Board of Auditors.
    c.Approval of the regulations regarding the admission of Ordinary and Associate Members.
    d.Approval of the forecast and final balance sheet.
    e.Expression of opinions on any matter raised by the Management Committee.
  3. The Committee shall meet at least twice a year.
  4. The Committee is convened by the Chairman, or on request by the Management Committee, or on request by at least two Institutional Members and one tenth of the Ordinary Members. The Committee is convened by the dispatch of a registered letter or any other means that provides proof of receipt. In the case of convocation by fax, e-mail or other similar means, the notification must be sent to the specific fax number or e-mail address provided by each member. The convocation must specify the date, place and time of the meeting, and state the agenda. The convocation must be sent at least thirty days before the meeting. Attendance at the meeting is also permitted by teleconference or videoconference, provided that all the participants can be identified and that they are able to follow the discussion and intervene in real time on the matters discussed. If these conditions have been fulfilled the committee meeting is considered to be held on the premises where the Chairman and secretary are located. The Committee is quorate with the presence of a majority of its members with voting rights.
  5. Decisions are made by majority vote.

Article 9
MANAGEMENT COMMITTEE

  1. The Management Committee is composed of the President and three to eight members elected by the Board of Institutional Members.
  2. The members of the Committee may be re-elected.
  3. If during the mandate one or more of the members of the Committee are missing for any reason they shall be replaced forthwith by convocation of the Board for designation of the new member. The mandate of this latter expires with that of the Committee of which s/he is part.

Article 10
POWERS AND FUNCTIONING

  1. The Management Committee exercises all the powers of ordinary and extraordinary administration. The tasks of the Management Committee are the following:
    a.Deliberate on matters concerning the activities of the Foundation in pursuit of its aims and according to the Board of Management’s directives, undertaking all the initiatives necessary.
    b.Prepare the budget and financial statements and relative reports for submission to the Steering Committee.
    c.Deliberate on any other action concerning assets and financial matters.
    d.Define the organisational structure of the Foundation, attributing the relative positions and establishing remunerations.
    e.Deliberate on the admission of new Members on the basis of the regulations approved by the Steering Committee.
  2. The Committee meets as and when necessary, but normally every two months. The majority of members must be present for a meeting to be quorate. The Committee is convened by the dispatch of a registered letter or any other means that provides proof of receipt. In the case of convocation by fax, e-mail or other similar means, the notification must be sent to the specific fax number or e-mail address provided by each member. The convocation must specify the date, place and time of the meeting, and state the agenda. The convocation must be sent at least seven days, or two days in the case of urgency, before the date set for the meeting. Attendance at the meeting is also permitted by teleconference or videoconference, provided that all the participants can be identified and that they are able to follow the discussion and intervene in real time on the matters discussed. If these conditions have been fulfilled, the committee meeting is considered to be held on the premises where the Chairman and secretary are located.
  3. Decisions are made by majority vote of those present. In the case of a draw, the Chairman has the casting vote.
  4. The Committee can delegate special powers to one or more of its members and determine the limits of the delegation.
  5. In support of the Institute’s activities, particularly that of research, the Committee may institute a Scientific Committee, determining its functions, duration, composition and possible remuneration.

Article 11
THE PRESIDENT

  1. The President of the Management Committee is elected by the Board of Institutional Members based on a nomination by the Rector of the University of Trento. He or she must be a person with an established reputation and experience in matters of university research and teaching in the fields of interest to the Institution. S/he remains in office for four years and is re-electable.
  2. The President is the legal representative of the Foundation. S/he convenes and presides over the Board of Institutional Members, the Steering Committee and the Management Committee. S/he ensures execution of the provisions decided.
  3. If the President is absent or impeded, his functions are performed by the Vice Chairman.
  4. With regard to third parties, the registrar of companies, the public debt administration and other public offices, the signature of any one of the subjects indicated in the previous section suffices to establish the absence or impediment of the President and to release third parties, including public offices, from any interference and liability concerning limits of representational power for the acts to which the signature refers.

Article 12
THE BOARD OF AUDITORS

  1. The Board of Auditors is composed of three members nominated by the Steering Committee.
  2. The Board is responsible for supervision of the Foundation’s administrative management, as well as compliance with the law and with the Statute.

Article 13
ANNUAL REPORT AND FINAL STATEMENT OF ACCOUNTS

  1. The business year coincides with the calendar year.
  2. The annual report specifies the activities undertaken and contains the assets and profit and loss accounts, the annex, and the social balance sheet. It must provide a clear and accurate account of the activities undertaken in the course of the year, both operationally and financially, stating the results achieved.
  3. The statement must be drawn up in accordance with article 2423 and civil law, where compatible, taking account of the distinctive nature of the Institution; the social balance sheet shall be compiled in accordance with the provisions of art. 10 c. 2, of legislative decree no. 155 of 24 March 2006.
  4. The annual report is compiled by the Management Committee and submitted to the Steering Committee for approval.

Article 14
BUDGET

Before 30 November of each year, the Management Committee must submit the budget for the following year for approval by the Steering Committee.

Article 15
DISSOLUTION

If for any reason the Foundation must cease its activities, the residual goods after liquidation shall be transferred to bodies undertaking similar activities identified by the Board of Institutional Members, on advisement by the control body envisaged by art. 3, co. 190, L. 23 December 1996, no. 662 (Agenzia per le Onlus), unless the law provides otherwise.

Article 16
TRANSITIONAL NORM

The bodies of the Foundation shalll be able to act immediately and validly in the composition determined by the Promoting Founders in the act of constitution and will subsequently be integrated. The components the bodies thus nominated will remain in office until approval of the statement of accounts relative to the second financial year following their appointment.

Bookmark/Search this post with:
  • Facebook
  • Twitter