Article 1 – Name, head office and purpose
1. UNIADRION is a non-profit association with head office at Marche Polytechnic University. UNIADRION is a transnational association of Italian and foreign Universities and Research Centres. 2. The purpose of UNIADRION is the collaboration between Universities and research centres with the aim of strengthening international cooperation and of favouring the progress of culture, science, training and research in the countries of the Adriatic-Ionian basin. For this purpose the members of the association shall create a network for the promotion of joint didactic and scientific projects and programmes. 3. The cooperation within UNIADRION is focused on different topics, in particular, but not exclusively, the following: blue growth, connecting the region, environmental quality, sustainable tourism and cultural heritage, societal challenges, economic and policy analysis. Furthermore the association aims at supporting the implementation of European integration and EU widening, improving safety standards and respect of the law, promoting equal opportunities for men and women and spreading culture of peace. The association also contributes to the implementation of the European Strategy for the Adriatic-Ionian Region (EUSAIR), approved by the European Council on 24 October 2014. 4. In order to achieve the above mentioned objectives, UNIADRION shall make use of any communication and publication means, including magazines and books, as well as any other tool developing and promoting joint works. The association shall also take care of the distribution of such products. The above mentioned aims and activities can also be performed through sub-networks and decentralized seats at any country belonging to the area. 5. UNIADRION membership entitles the members to access the following and other services: a. planning and fund raising: information about calls and opportunities offered by international organizations; partner search; technical assistance; projects planning; b. communication and promotion of projects and scientific/cultural initiatives of the members; c. promotion of mobility of students, researchers and staff in the Adriatic-Ionian region; d. technical assistance to the Universities and the international relations office for the management of international projects; e. organization of sub-networks on specific topics for the promotion of scientific cooperation in specific fields; f. organization of conferences, debates, workshops and round tables at national and international level; g. promotion of research projects and training of members in favour of Adriatic-Ionian cooperation. 6. In order to fulfil its statutory objectives and to facilitate and encourage cooperation among its members, the Association shall: a. foster social, cultural and scientific integration of the Adriatic-Ionian area; b. work to create a worldwide perception of the Association as a compact entity; work to be recognized as a transnational entity operating in cross-border cooperation; c. create networks involving institutions, public bodies and trade associations. 7. In general, UNIADRION shall perform all the activities that can be connected to the above mentioned tasks and that can contribute to their implementation. 8. The Association shall in addition: a. organize working tables or groups on issues of common interest; b. organize at least one annual meeting of all members; c. promote scientific and technological development; d. encourage members to share facilities and exchange human resources to develop research, technology, education, culture and communication; e. work for environmental protection, energy efficiency, renewable energy sources, improvement of transport, information and communication networks and services; f. support cooperation in juridical and administrative fields; g. promote research and studies on the jurisdictions of the Countries of the Adriatic Region governing legal proceedings, such as conciliation and arbitration; h. develop and work on communications, public relations, advertising, promotional programs as well as studies and projects; i. use the funds made available by whichever organization, in particular EU funds, and foster the participation to EU calls for the achievement of the above mentioned objectives.
Article 2 – Duration and juridical status
1. UNIADRION shall have an unlimited duration. 2. The non-profit association shall be governed by the Italian jurisdiction, in particular art. 14 and following of the Civil Code, and by the provisions set forth in this statute. 3. The association shall adopt all the acts leading to the recognition of its juridical status.
Article 3 – Membership
1. Members of UNIADRION are Universities and research centres. 2. The founding members of the association are Marche Polytechnic University and University of Urbino “Carlo Bo”. 3. Universities and research centres coming from any of the countries of the Adriatic-Ionian Region, as defined in the European Strategy for the Adriatic-Ionian Region (EUSAIR), who are interested in promoting and supporting the purposes and objectives of UNIADRION shall be eligible for membership. 4. The University or institution willing to apply for membership shall submit its application to UNIADRION Secretary General, who, upon evaluation of its cultural, scientific and technical nature and relevance, shall submit the application to the Assembly for the acceptance. 5. In case the application is accepted, the University or institution becomes a member of the association. 6. Such status is not transferrable and implies the duty/right to participate in the activities promoted by UNIADRION, by sharing its cultural, scientific and technical resources for the achievement of the objectives set forth in art. 1, as well as the right to express its vote in the assembly, provided that membership fees have been regularly paid, and the right to be elected for the offices of the association. 7. Upon subscription to the association, the members commit themselves to pay a membership fee determined by the Governing Board and corresponding to the first year’s membership fee. Furthermore the members commit themselves to pay an annual fee, determined every year by the Governing Board, by the end of March of the same year. 8. The Universities and institutions willing to collaborate with the association without paying the membership fees are eligible to acquire the status of affiliate. To become affiliate member the institution shall submit its application to UNIADRION Secretary General, who, upon evaluation of its cultural, scientific and technical nature and relevance, shall submit the application to the Assembly for the acceptance. In case the application is accepted, the University or institution becomes an affiliate member of the association. 9. Universities and institutions belonging to countries not included in the Adriatic-Ionian Region, as defined in the European Strategy for the Adriatic-Ionian Region (EUSAIR), are eligible to acquire the status of affiliate members and shall not pay the membership fee. 10. Affiliate members participate in the assembly without right to vote and can take part in UNIADRION projects and initiatives.
Article 4 – Termination of membership
1. Membership may be terminated because of: a) resignation; b) exclusion for failure to comply with the duties set forth in this statute or for failure to act in accordance with its purposes; c) membership fee not paid for three consecutive years, following a notice and demand for such payment by the Governing Board; d) dissolution of the member institution. 2. Resignation as in paragraph a) of this article shall be notified in writing to the Governing Board no later than 31 October and will have effect from 1 January of the following year. 3. Such resignation shall not relieve the member from the obligation to pay any fee due till that moment. 4. The exclusion of the member as provided for in paragraph b) of this article shall be deliberated by the assembly only for serious reasons and following justified notification by means of registered letter with advice of receipt. 5. Within six months from the notification of the exclusion, the member may appeal to the competent authority against the exclusion act. The members resigning and those who have been notified the exclusion automatically lose their right to vote at the assembly, cannot claim the paid fees and have no right on the association assets.
Article 5 – Governing Bodies
1. The Governing Bodies of UNIADRION are: a. the Assembly; b. the Governing Board; c. the President; d. the Vice-Presidents; e. the Secretary General; f. Statutory Auditors 2. The President, the members of the Governing Board and the Secretary General are not entitled to receive any salary or compensations for their service other than reimbursement for the expenses incurred for activities necessary to the fulfilment of their duty.
Article 6 – Assembly
1. The Assembly shall consist of the legal representatives of the members. 2. The legal representative of a member can delegate another representative of the same institution or of another member. 3. Every member correctly paying the fees due has got the right to cast one vote. 4. The ordinary Assembly is called by the President at least twice per year. 5. Furthermore the Assembly shall be called any time the President deems it necessary in order to deliberate on topics under its domain. 6. Furthermore the Assembly shall meet when jointly requested by at least one tenth of the members or by one third of the members of the Governing Board. 7. The first-call Assembly shall be regularly established by attendance of at least half the members and shall deliberate by majority of votes. The second-call Assembly shall validly deliberate whatever the number of attending members. 8. The constitution act of the association as well as its statute can be modified upon approval of at least two thirds of the attending members. 9. The dissolution of the association and the subsequent disposal of its assets can be deliberated upon approval of at least three quarters of the members. 10. Members can also attend the assembly via audio- and videoconferencing. 11. Considering that members are located in a wide area, if appropriate, decisions not concerning changes of the constitution act or of the statute or the dissolution of the association and the disposal of its assets can be taken by attending members by means of telematic written consultation. In such cases the documents signed by the legal representatives of the attending members shall clearly report the subject and the approval of the decision. 13. The distance Assembly shall be regularly established if at least one third of the members will express their opinion by sending it to the association seat by the deadline set forth in the resolution proposal. The resolution shall be adopted by approval of majority of voting members. 14. The Assembly may also meet in a telematic way by different technological means in order to ensure the attendance of as many members as possible. 15. The Assembly shall be called by registered letter or e-mail at least fifteen days prior to the first-call meeting date. 16. Minutes of each meeting shall be done and signed by the Secretary and the President.
Article 7 – The Assembly’s Tasks
1. The Assembly’s Tasks are: a. to elect members of the Governing Board in a manner prescribed by the following Article 8; b. to elect the President based on the established rules for the presidency of The Adriatic-Ionian Initiative; c. to define and approve guidelines and general rules for the functioning, development, and growth of the Association as proposed by the Governing Board; d. to discuss the work of the Governing Board; e. to discuss the admission of new members; f. to modify the statute; g. to approve the budget plan; h. to approve the final balance of the Association; i. to discuss the dissolution of the association and the transfer of its assets at the request of the Governing Board or at least one-third of the members; to appoint liquidators; j. to discuss the expulsion of members; k. to express its opinion on every other topic submitted to its judgement by the members or the Governing Board; l. to discuss other formalities that are not entrusted to another authority according to the law or statute; m. to elect the sole Statutory Auditor and to fix his/her annual fee, which will remain valid for the whole duration of his/her mandate.
Article 8 – The Governing Board
1. The Governing Board consists of: a. one representative of each country included in the Adriatic-Ionian region, as defined by the EU Strategy for the Adriatic and Ionian Region (EUSAIR); b. the president in office; c. the outgoing president, or a representative from the same institution delegated by him/her, in the capacity of vice president; d. the incoming president, or a representative from the same institution delegated by him/her, in the capacity of vice president; e. a Secretary General. 2. The members stated under the letter a. of the previous Article are elected from the Assembly among the legal representatives of Associate Members and their delegates. The Councillors appointed in this manner remain on duty for three years and step off duty if their function in the associate body ceases. In such cases the leaving councillor is replaced by a member from the same associate body, among the candidates previously mentioned. The councillor appointed in this manner shall stay on duty until the original three-year period expires. 3. The President presides over the Governing Board. In case of absence or impediment, the President is replaced by the outgoing President, or his/her delegate. In case of absence or impediment of the latter, the incoming President, or his/her delegate, takes over presiding. 4. The Secretary General participates in the government of the Governing Board by right of vote. 5. The Governing Board is summoned by the President, and in case of absence or impediment of the latter, by one of the Vice presidents. The Board may also be summoned on request of one-third of its members or by the Statutory Auditor. 6. The Governing Board possesses the authority of the ordinary and extraordinary administration that is not confined to the power of the President or the assembly by the law or statute, and is entitled to: a) propose general guidelines in the assembly that are necessary for the functioning and development of UNIADRION, and to achieve those guidelines that have already been planned; b) manage the economic resources of the associate body’s assets; c) prepare the final balance of the association by April 30 every year and submit it to the assembly for approval; d) prepare the provisional balance of the association by November 30 of the preceding year and submit it to the assembly for approval; e) discuss the foundation of branches; f) discuss the merging of the association with other analogue institutions; g) delegate its competences to the President or the Secretary General. 7. The convocation of the Governing Board is summoned by a written notice and sent to individual addresses through fax, telegram or email at least ten days before the set date of the meeting. 8. In order to achieve decisions, the majority of the Governing Board’s members must be present. 9. Decisions are achieved with the majority of the present Councillors’ votes except when the statute is altered. In this case at least 50 (fifty) percent of member votes is necessary. In case of equal number of votes, the vote of the presiding member prevails. 10. The Governing Board may also meet via telecommunication, depending on technological means available, with the aim to guarantee an easier participation to the members.
Article 9 – The President
1. The President in office is elected among the legal representatives of the Associate Members who belong to the country whose turn is to preside the Adriatic-Ionian Initiative, and is elected and appointed by the Assembly. In case there is only one institution in the country awaiting the presidency of the Adriatic-Ionian Initiative, its legal representative exercises the right to the Presidency. In case there are no members from the country awaiting the presidency of the Adriatic-Ionian Initiative, the President is freely elected by the assembly among the legal representatives of all Associate Members. In case the President loses the status of legal representative of an Associate Member, he/she shall lose the office and shall be legally replaced by a new legal representative.
2. The duration of the President’s office coincides with the presidency of the Adriatic-Ionian Initiative. 3. In case of a voluntary resignation or a permanent impediment verified by the Governing Board, the eldest (by age) Vice President succeed the President’s role and ensures even extraordinary management of the body until the next General Assembly. 4. The President: a) has a legal representative of UNIADRION; b) summons and presides over the Assembly and the Governing Board; c) monitors the fulfilment and implementation of the Assembly’s and the Governing Board’s decisions.
Article 10 – The Vice President
1. The mandates of Vice Presidents coincide with the mandate of the outgoing president, or his/her delegate, and the incoming president, or his/her delegate. 2. Vice Presidents support the President in order to ensure better functioning of the associate body and to achieve the aim stipulated by the statute.
Article 11 – The Secretary General
1. The function of the Secretary General is performed by a Professor of the Marche Polytechnic University. 2. The Secretary General is appointed by the Rector of the Marche Polytechnic University, the seat of the Association. He shall remain on duty during the Rector’s mandate, except in the case of suspension or resignation. 3. The Secretary General: a. supervises all the activities of UNIADRION regarding the cooperation with associate universities, national and international institutions; b. supervises planning and fund raising with the aim to guarantee the respect of the UNIADRION mission; c. supervises various projects financed in UNIADRION; d. assures the promotions of cultural, publishing and scientific activities of UNIADRION within the framework determined by the Governing Board; e. manages economic resources and assets of the Association, with the guidance of the Governing Board and resolves fiscal formalities; f. activates and manages current bank and postal accounts and works with them within the limits of the ordinary administration; g. drafts and submits a budget plan and final balance to the Governing Board; h. edits the minutes of the Governing Board’s and the Assembly’s meetings and transcribes them in a designated book; attends to the register of members. 4. The President and the Governing Board may delegate special tasks to the Secretary General.
Article 12 - The Statutory Auditor
1. The Statutory Auditor is elected by the Assembly among the candidates who possess adequate knowledge and who are listed in the Register of Auditors. 2. The Auditor’s mandate lasts for three years and shall cease upon the meeting of the Assembly during which the third annual budget is approved. 3. The Statutory Auditor can be re-elected. 4. The Statutory Auditor: a. controls administrative and accounting management of the Association; b. controls and countersigns the accuracy of the final balance by presenting a written report to the assembly; c. examines the financial plan; d. inspects and oversees the management and actions of the association in all occasions and monitors whether they comply with the Statute.
Article 13 - Assets
1. UNIADRION assets consist of: a. membership fees annually paid by members; b. goods and chattels and the real estate donated by third parties that shall become the property of the association; c. possible reserve funds resulting from the budget excess; d. possible supplies, donations and bequeathals. 2. The income consists of : a. membership fees. The Governing Board can change the yearly amount; b. subsidies, given by public or private persons; c. from all other incomes originating from the activities of the Association. 3. The assets of the association serve to realize the goals of the association. 4. It is forbidden to distribute, even in an indirect manner, the income, financial surplus, as well as funds, reserves and the capital unless the purpose or the distribution is prescribed by the law or serves in favour of other bodies that follow analogue goals. 5. It is obligatory to engage the income and the financial surplus to realize institutional activities or those directly connected to them.
Article 14 - Financial year and final balance
1. The financial year is annual and it is closed on December 31. 2. The final balance is proposed for every financial year by the Secretary General and submitted to the Governing Board, which proposes it to the Assembly for approval. 3. The balance sheets must be deposited at the seat of the Association within 30 (thirty) days from the Assembly’s approval meeting, and must be available to all members.
Article 15 - The Dissolution of the Association
1. The dissolution of UNIADRION must be approved by the assembly of the members with a majority of ¾ of the voting members. 2. In case of the dissolution, the assembly shall appoint one or more liquidators, who are also chosen among the people who do not belong to the association, and shall delegate powers to them determining the ways of liquidation and distribution of assets. The assets shall be transferred to another association or foundation that shares goals equal to those stated in the article 1 of this statute, unless the law prescribes it differently.
Article 16 - Jurisdiction
1. All disputes that might arise between a member and the Association are under the jurisdiction of the Judge where the legal seat of the Association is situated.
Article 17 - References and conclusions
1. Scientific and didactic programmes can be realized in any of the centres. 2. Official languages of UNIADRION are English and Italian. 3. For all matters not predicted by this Statute, one can refer to the regulations and general principles of Italian law related to associations.