STATUTES OF THE ANTI-SEISMIC SYSTEM INTERNATIONAL SOCIETY
1-1 A non-profit association is hereby established, and shall be known as the “Anti-Seismic Systems International Society” (hereinafter referred as “the Society”). The acronym ASSISi may be used as the abbreviated name of the Society.
1-2 The acronym ASSISi symbolizes Assisi, the Italian city where the decision was made to found the Society on October 5, 2001, during the Closing Panel of the 7th International Seminar on Seismic Isolation, Passive Energy Dissipation and Active Control of Seismic Vibrations of Structures. As Assisi is internationally known as the city of Saint Francis, it carries a meaning of “Peace and International Cooperation”. Having ASSISi as the acronym for the Society reaffirms the founders’ willingness to take a clear symbolic position against terrorism and their desire through concerted activities to build a better and safer world through international cooperation and collaboration.
2-1 The head office of the Society shall be in Bologna, Italy, at the Ente Nazionale per le Nuove tecnologie, l’Energia e l’Ambiente (ENEA – Italian Agency for New Technology, Energy, and the Environment), Via Martiri di Monte Sole 4 (post code 40129).
2-2 The head office of the Society may be moved to another locality, on condition that it is in Italy, as decided by the General Assembly in compliance with the law and the Statutes.
4-1 The object of the Society shall be the pursuit of the following purposes:
· to promote international cooperation among scientists and engineers of all seismic and non-seismic countries, without any distinction related to political or religious issues;
· to advance the research front in the field of the development of techniques for the control of seismic vibrations (e.g. base and floor seismic isolation, energy dissipation, hydraulic coupling by means of shock transmitters, coupling by means of shape memory alloy devices, semi-active and hybrid control techniques, etc.) and of innovative strengthening methods, applicable to all kinds of structures (bridges and viaducts; strategic, public and ordinary apartment buildings; industrial plants and components; cultural heritage, including single masterpieces), both to be constructed or protected or to be seismically rehabilitated or improved;
· to contribute to and to support all related research and educational activities;
· to play an active role in organizing the research and educational activities in the world in the field of the aforesaid techniques;
· to play an active role in all aspects of development and application of such techniques;
· in particular, to promote the development of international Design Guidelines and Testing Procedures for structures provided with the aforesaid techniques;
· to provide information on the aforesaid techniques to National and International Institutions, designers, officials charged to approve designs of structures and the general public of all seismic countries;
· to promote the application of the aforesaid techniques to all kinds of structures in all seismic countries;
· in particular, continually to draw to the attention of the decision-makers in construction policy the need for a further implementation of the aforesaid techniques.
4-2 The Society will accomplish its purposes by:
a) holding or co-organizing regular conferences, regional seminars and workshops, to be chaired or co-chaired by the ASSISi President or another expert delegated by him;
b) in particular, co-organizing the World Seminars on seismic vibration control techniques, to be held every two years, under the chairmanship of a Member of ASSISi from the hosting country and co-chairmanship of the ASSISi President, starting from the 9th ASSISi World Seminar (these Seminars shall be numbered consecutively starting from the 8th event and, starting from the ninth, their names shall include the wording “ASSISi” as specified above);
c) exchanging information, data and expertise from established data banks;
d) establishing and extending technical co-operation and joint projects among Members;
e) providing and introducing new publications, research reports, and a technical journal in the field of development and application of control techniques of seismic vibrations and innovative seismic strengthening methods for structures;
f) maintaining a web page with updated information for Members and Non-Members;
g) cooperating with national or international associations and societies with which the Society is affiliated or which are affiliated with the Society;
h) more generally, cooperating, through continuous contacts, with other international, regional and national associations and societies dealing with building technologies, seismic engineering, seismology and control of structures’ vibrations, in particular for the joint organization of conferences, seminars and workshops on modern anti-seismic systems and for information and training, in order to create synergies towards the development and application of the aforesaid techniques and not unnecessarily to duplicate efforts and events;
i) exploiting the general media (including newspapers, magazines and television) and producing films on seismic vibration control techniques, specifically targeted towards informing Institutions, public officials, designers or public opinion;
j) raising funds for research and for improving the services provided by the Society.
5-1 The Society’s assets consist of:
a) the movables and immovables which will become the property of the Society;
b) any movable or immovable donations, disbursements, and legacies from private parties, public bodies, or management economies, as well as any other revenue.
5-2 The Society’s revenue consists of:
c) the annual membership dues set by the Executive Committee, as well as any extraordinary contributions from members or third parties;
d) the proceeds from the organization of events or participation in such events;
e) any other revenue that contributes to increasing the Society’s assets, such as, for example: 1) funds received through occasional public collections, also through offers of low value; 2) contributions paid by public administrations for the carrying out of activities having to do with the Society’s aims; 3) sale of books, compact discs, and filmed materials concerning anti-seismic systems.
5-3 The Society allocates the assets and their revenues exclusively to the attainment of the aims established by these Statutes.
6-1 The Associates, called “Members”, are broken down into:
· Founding Members;
· Ordinary Members;
· Honorary Members.
6-2 The Founding Members and Honorary Members are individuals. In addition, either individuals or public or private bodies – such as associations, research institutes, universities, companies, industries, government agencies and the like – who/which are considered by the Society as contributing to the advancement and achievement of the Society’s objects in their respective country may participate in the Society as Ordinary Members.
6-3 The requirements and procedures for admission of Members are governed by these Statutes.
6-4 Admission of Ordinary Members is decided by the Executive Committee, while that of the Honorary Members is decided by the General Assembly Meeting, at the proposal of the Executive Committee, after consulting the Foundation Committee.
6-5 A Member may resign from the Society by forwarding a resignation letter to the Secretary- General of the Society.
6-6 The Executive Committee of the Society may terminate the membership of any Member with due cause. The vote to terminate membership must be justified and supported by at least two-thirds of the Members of the Executive Committee for Ordinary Members; it must be justified and supported by at least two-thirds of the Members of the Executive Committee and by at least two-thirds of the Members of the Foundation Committee for Founding and Honorary Members. Before taking the vote on termination of a membership, the Member under consideration shall be given the opportunity to respond to the case.
7-1 Members may organize Seminars or Workshops for the education of young and local engineers and scientists and/or public officials and the general public in accordance with the “ASSISi Guidelines for Regional Seminars”.
7-2 The research activity of the Society will be carried out by permanent Working Groups and Task Groups, according to their respective fields. The organization and activities of the Working Groups and Task Groups are set forth in the "Rules for the ASSISi Working Groups" and in the "Rules for the ASSISi Task Groups", respectively.
7-3 According to the funds available, the Society will provide financial support or assistance to young scientists and engineers for the preparation of doctoral theses and training.
7-4 Organizational and administrative activities will be carried out by Standing Committees, such as “Conference Committee”, “Publication Committee”, “Publicity Committee”, “Membership Development Committee”, etc. The organization and activities of the Standing Committees are set forth in the "Rules for the ASSISi Standing Committees".
8-1 The governing bodies of the Society shall be:
a) the Foundation Committee,
b) the General Assembly,
c) the Executive Committee,
d) the Officers,
e) the Board of Auditors
f) the Board of Arbitrators.
9-1 The Foundation Committee is composed of the Founding Members, who are the experts present at the Foundation Meeting of ASSISi and those whose names have also been listed in the Appendices to the document “Anti-Seismic Systems International Society (assisi) - Foundation Preparation Meeting - Meeting Minutes (with follow-up remarks and subsequent proposals) - October 6, 2001 - Grand Hotel Assisi - Assisi, Italy” edited in English by the Foundation Committee Technical Secretary on November 27, 2001, provided that they have not requested to be cancelled from this list by September 20, 2002.
9-2 The Foundation Committee meets at least on the occasion of the World Congress; at that time, the Founding Members elect their Coordinator by a majority of votes. The Coordinator is re-electable without limits of any kind; in addition to the above-mentioned meetings, he calls any other Foundation Committee meetings that might become necessary, chairs (directly or through a Founding Member delegated by him) all the meetings, and liaises, as well as with the Founding Members, also with the Executive Committee, the General Assembly and, when necessary, with the Board of Arbitrators. The meetings of the Foundation Committee must be called with a notice containing the indication of the date, time and place of the meeting and the list of subjects to be discussed, sent to each Founding Member by registered letter, fax, or e-mail, at least 20 (twenty) days prior to the set date.
9-3 The Foundation Committee has a fundamental direct role in the management of the Society in its first years of activity. Afterwards, it shall keep the function of Advisory Committee to the Executive Committee and supervision over the Society’s management.
9-4 To fulfil the function given in Article 9-3, the Foundation Committee deliberates on the proposals of exclusion of Founding and Honorary Members established in Article 6-6, may request the calling of the General Assembly and Executive Committee as established, respectively, in Articles 10-4 and 11-5, and may call on the Board of Arbitrators as established in Article 19-3; moreover, the Founding Members may oppose the appointment of Honorary Members and changes to the Statutes as stated, respectively, in Articles 13-3 and 15-2.
10-1 The General Assembly shall be composed of all Members (individuals and organizations) who are up-to-date with their payment of the membership dues. Each Member Organisation is validly represented by a Deputy Delegate.
10-2 The General Assembly shall have a meeting at least once every alternate year, namely at least on the occasion of the World Seminar mentioned in Article 4-2-b), after its Closing Panel (where the site and dates of the next World Seminar have to be decided). The maximum interval between meetings shall be 28 months. The President of the Society can call additional General Assembly meetings at appropriate times and locations. The Assembly is called with a notice containing the indication of the date, time and place of the meeting and the list of subjects to be discussed, sent to each Member by registered letter, fax, or e-mail, at least 4 (four) months prior to the set date, except in exceptional cases, to be justified adequately, in which the notice convening the meeting shall arrive at least 20 (twenty) days prior to the set date.
10-3 The sessions of the General Assembly shall be called and presided over by the President of the Society.
10-4 A General Assembly shall also be called every time a request is received from either at least half of the Members either of the Executive Committee or of the Foundation Committee, or at least one-third of the Members of the Society.
10-5 The functions of the General Assembly shall be:
a) to elect the members of the Executive Committee,
b) to confirm recommendations for Honorary Members of the Society,
c) to approve the financial report of the previous two years term,
d) to approve the proposed budget for the coming two years,
e) to vote on any amendments to the statutes,
f) to vote on any resolutions laid before it by the Executive Committee, or a Member,
g) to select the venue of the next General Assembly meeting and World Seminar,
h) to consider any matters concerning the Society.
10-6 If for any reason the General Assembly cannot have a meeting, the Secretary General can request, sending a registered letter with return receipt, that resolutions be voted by registered letter with return receipt or electronic mail balloting. Votes shall be considered valid if received by the Secretary-General within 20 (twenty) days after dispatch of the request to vote. Approval of any resolution (except those falling under Articles 15) shall require a simple majority of those voting.
10-7 At the sessions of the General Assembly, a majority vote shall be required to approve resolutions, except as required by Article 15. The decision shall be valid provided the Members with voting rights present at the session of the General Assembly or represented there shall not be less than one-third of those eligible to vote. If the number of Members with voting rights present is smaller than one-third of the eligible votes, a postal or electronic mail ballot must be held; the conditions for approval of the resolution shall be as given in Article 10.6.
10-8 A Member may lay a resolution before the General Assembly, provided at least 14 other Members notify in writing the Executive Committee of their support of the resolution at least 40 days before the date of the General Assembly.
Art. 11. EXECUTIVE COMMITTEE
11-1 The Executive Committee shall consist of:
a) five members, from different countries, of which at least two are located in two different continents, each differing from that of the President. The members shall be elected from among ASSISi Members on the occasion of the General Assembly of the Society held in conjunction with the World Seminar; in the first four elections following foundation of the Society, at least two of these five members shall be voted from among Members of the ASSISi Foundation Committee who are from two continents different from that of the President;
and in addition:
b) the Chairman of the World Seminar during which the General Assembly takes place;
c) the Chairman of the next World Seminar, who shall be a Member of ASSISi and shall be appointed by the National Society or Association organizing this Seminar and the next world meeting of the General Assembly;
d) ex-officio members (Officers).
e) any Coordinators of the Territorial Sections who may be co-opted, with or without voting rights, by the above-stated Members of the Executive Committee.
11-2 If selected or appointed by the President as Vice-Presidents, or Secretary-General or Treasurer, elected members of the Executive Committee mentioned in Article 11-1 will become ex-officio members (see Articles 12); however, their elected positions on the Committee will not be filled by other candidates who were not elected in the vote under Article 11-1a.
11-3 All Executive Committee members shall be up-to-date with their payment of the membership dues.
11-4 The members of the Executive Committee shall assume office at the closing of the General Assembly meeting at which they have been elected; they shall remain in office until the closing of the next General Assembly meeting.
11-5 The meetings of the Executive Committee shall be called and presided over by the President; they shall also be called if requested by at least half of its Members or at least half of the Foundation Committee Members.
11-6 A notice of at least two months is required for calling a meeting of the Executive Committee; only in exceptional cases, to be adequately justified, may a shorter notice be acceptable.
11-7 During the interval between the General Assembly meetings, the Executive Committee shall function through meetings or through correspondence.
11-8 The Executive Committee is invested with the following functions:
a) to implement the decisions and policies established by the General Assembly,
b) to decide on the admission of Ordinary Members and terminations from membership,
c) to propose to the General Assembly the admission of Honorary Members and their possible exemption from payment of the membership dues;
d) to assist the Member Association of the country hosting the next Seminar,
e) to make recommendations to the General Assembly for its action either in sessions or by postal ballot,
f) to fill any vacancy in the Officers that may occur between General Assembly meetings,
g) to establish and to guide the Working Groups, Task Groups and Standing Committees,
h) to nominate the Coordinator of each Working Group, Task Group or Standing Committee,
i) to set up Territorial Sections or approve their formation;
j) to co-opt, as they deem appropriate, on to the Executive Committee, with or without voting rights, some of the Coordinators of the Territorial Sections.
k) to decide on membership dues for individuals and organizations;
l) to implement and manage the ASSISi budget,
m) to decide on financial matters within the framework of the budget approved by the General Assembly.
11-9 The Executive Committee, at its discretion, may establish a secretariat from either Members of the Society or non-Members, and determine the remuneration for their work. The members of the secretariat shall assist the Officers in activities as the Committee may direct.
11-10 At the meetings of the Executive Committee the quorum shall be six persons entitled to vote. A majority of the Members present entitled to vote shall be required to approve the resolutions of the Executive Committee (excepting amendments to the Statutes – see Article 15); in case of equality, the vote of the President will prevail.
12-1 The Officers (ex-officio Members of the Executive Committee) are the President, the Past-President, the Vice-President(s), the Secretary-General and the Treasurer of the Society.
12-2 The Chairman of the next World Seminar shall not be eligible as President of the Society.
12-3 The President of the Society shall be elected by the General Assembly and shall remain in office until the second General Assembly following his election; he shall not be eligible for immediate re-appointment to the same post. In the first two elections of the President following foundation of the Society candidates for this post shall be Members of the Foundation Committee. The President is an ex-officio Member of the Executive Committee. In the event that the President leaves office before his term is complete, the Vice-President or in the case of there being two or more Vice-Presidents, one of them elected by the Executive Committee, shall replace him for the remainder of the term; in that case, if the President has served for less than two years, he shall be able to seek re-election.
12-4 Up to three Vice-Presidents shall be selected by the President from among the Members of the Executive Committee defined in Articles 11-1 a) to 11-1 c) before the first meeting of this Committee; they shall be eligible for re-appointment without any limit. In the first two elections of the President following foundation of the Society, the Vice-President(s) shall be Members of the Foundation Committee. The Vice-President(s) are ex-officio Members of the Executive Committee.
12-5 The President and the Vice-President(s) shall all be from different continents.
12-6 The Secretary-General and the Treasurer shall be appointed by the President from among the ASSISi Members before the first meeting of the Executive Committee. The Secretary-General and the Treasurer shall be eligible for re-appointment without any limit. They are ex-officio Members of the Executive Committee.
12-7 The President may replace the Vice-President(s), Secretary-General or Treasurer at any time; he shall explain the reasons to the Executive Committee.
12-8 The functions of the President shall be:
a) to convoke meetings of the Executive Committee and sessions of the General Assembly of Members and preside at all of them,
b) to act on behalf of the Society in accordance with policies and procedures adopted by the General Assembly and the Executive Committee.
c) to appoint Task Group, Working Group and Standing Committee Coordinators after nomination by the Executive Committee;
d) to co-chair the World Seminar.
12-9 The function of the Vice-President(s) shall be to assume all the duties of the President at his request when the President is unavailable.
12-10 The functions of the Secretary-General shall be:
a) to maintain the records of the Society during his period of office,
b) to act as secretary to the President and Vice-President(s) during their period of office,
c) to coordinate and monitor all the activities of ASSISi.
12-11 The functions of the Treasurer shall be:
a) to assist the Executive Committee in financial matters,
b) to propose an annual budget,
c) to manage the finances and maintain the accounts of the Society,
d) to keep in trust the money contributed to the Society,
e) to provide an annual audit of ASSISi’s funds.
13-1 Honorary Members are individuals selected on the basis of their distinguished service in fields related to the object of the Society.
13-2 The Executive Committee shall nominate Honorary Members, to be confirmed by the General Assembly.
13-3 The General Assembly, at the proposal of the Executive Committee, may exempt Honorary Members from payment of the membership dues.
13-4 Founding Members who are up-to-date with their payment of the membership dues have the right of veto on the nomination of Honorary Members, provided that the reasons are adequately explained in writing to the Executive Committee.
13-5 Honorary Members shall be consultative members of the Executive Committee without voting right.
14-1 All members (with the sole exception of the Honorary Members, as stated in Article 13-3) are obliged to pay the annual membership dues approved by the Executive Committee.
14-2 The business year ends on 31 December of each year.
14-3 At the end of each year the Treasurer shall submit the balance sheet, as drafted by the Executive Committee, to the General Assembly.
14-4 Operating expenses of the central office of the Society shall be met by the ASSISi budget as decided by the Executive Committee.
14-5 The foregoing shall not preclude any Member from voluntarily contributing to the funds of ASSISi or to the organizing expenses of any activity of the Society.
15-1 Adoption of any amendment to the present Statutes shall require a two-thirds affirmative majority of the Members of the Executive Committee, a two-thirds affirmative majority of the Members and the presence of at least half of the Society Members. If the Members participating in a General Assembly are fewer than half of those eligible to vote, Members can also vote by post, electronic-mail or fax. Such ballot votes are valid if received by the Secretary-General within 15 days after the conclusion of the General Assembly meeting concerned. Members of the Executive Committee shall be allowed to vote by postal, electronic-mail or fax prior to the Executive Committee and General Assembly meetings concerned.
15-2 Amendments related to the objects of the Society or the prerogatives of the Founding Members will not be considered validly adopted if even only one of the Founding Members who are up-to-date with their payment of the membership dues states his opposition to such amendments in the concerned General Assembly meeting or by registered letter or electronic mail or fax to be received by the Secretary-General within 15 (fifteen) days after the conclusion of such a meeting.
16-1 The main proposals concerning the Operating Procedures of ASSISi (including the “Rules for the Territorial Sections of ASSISi”, “ASSISi Guidelines for Regional Seminars”, “Rules for the ASSISi Working Groups”, “Rules for the ASSISi Task Groups” and “Rules for the ASSISi Standing Committees”) will be prepared by the first Executive Committee and will be the subject of discussion at the first meeting of the General Assembly to be held at Yerevan in 2003.
16-2 The above-mentioned proposals will be completed by the second Executive Committee on the basis of the views emerging from the above-mentioned first General Assembly meeting, and will be subject to approval during the second General Assembly meeting, possibly organized ad hoc and, in any case, to be held no later than the day after the end of the 9th World Seminar.
17-1 Prior to the first General Assembly of 2003, the first Executive Committee shall consist of:
· five interim members, from different countries of which at least two are located in two different continents, other than that of the President, elected by post, electronic-mail or fax messages by the ASSISi Founding Members from nominees amongst themselves; votes are to be received by the Technical Secretary of the Foundation Committee, elected by the Founding Members present at the Society’s Foundation Preparation Meeting of 6 October 2002, within 15 days of the despatch of the request to vote by the President of the ASSISi Foundation Committee, also elected in the aforesaid Meeting;
· the Chairman of the 7th International Seminar held at Assisi in 2001;
· the Chairman of the 8th World Seminar, to be held at Yerevan in 2003;
· the Officers.
17-2 The aforesaid Executive Committee shall remain in office until the closing of the first 2003 General Assembly meeting.
17-3 Prior to the first General Assembly, an interim President shall be elected by post, electronic-mail or fax messages by the ASSISi Founding Members from nominees amongst themselves; votes are to be received by the Technical Secretary of the Foundation Committee of ASSISi within 15 days of the despatch of the request to vote by the President of the ASSISi Foundation Committee.
17-4 The President elected under 17-3 will be eligible for re-appointment at the first General Assembly. If re-appointed, he will remain in office until the third General Assembly.
17-5 The President elected under 17-3 will select the interim Vice-President(s), Secretary-General and Treasurer within one month after his election.
17-6 If selected or appointed by the interim President as interim Vice-Presidents, or Secretary-General or Treasurer, elected interim members of the Executive Committee mentioned in Article 17-1 will become ex-officio members of the first Executive Committee (see Article 11-2); however, their elected positions on the Committee will not be filled by other candidates who were not elected in the vote under Article 17-1a.
17-7 Until the first General Assembly of 2003, the Foundation Committee Coordinator’s functions will be carried out by the President of the ASSISi Foundation Committee.
Art. 18 BOARD OF AUDITORS
18-1 The Board of Auditors shall consist of three active members and two substitute members; they shall be elected by the General Assembly from among non-members of the Society. The first election shall take place on the occasion of the 8th World Seminar of Yerevan in 2003. The Board shall appoint its own Chairman.
18-2 The Auditors shall supervise the Society’s accounting activities and shall draft the annual report on the balance sheets to be submitted for the approval of the General Assembly. They may be present at the meetings of the Executive Committee.
18-3 The Board shall remain in office for two terms of the Executive Committee, and its members are eligible for re-election. Any Auditor who, on three consecutive occasions and without justified reason, does not participate in the Board’s meetings is considered to have resigned, and shall be replaced by another person appointed by the General Assembly. The same replacement procedure shall be followed in the case of the resignation of an Auditor. All related resolutions shall be adopted by the Society’s Executive Committee.
Art. 19 BOARD OF ARBITRATORS
19-1 The Board shall be made up of three members elected by the General Assembly from among non-members of the Society; they shall remain in office for two terms of the Executive Committee. The first election shall take place on the occasion of the 8th World Seminar of Yerevan in 2003.
19-2 In the event of death, incapacity, impediment, or resignation of one of the members, said member shall be replaced by co-optation.
19-3 The Board of Arbitrators shall settle without right of appeal, in its capacity as arbitrator, all disputes that may arise among members, and shall express a binding opinion on all matters that the Executive Committee, Founding Committee, General Assembly, single members, or Auditors intend to submit to it.
Art. 20 DISSOLUTION
20-1 The duration of the Society is unlimited.
20-2 In the event of dissolution of the Society, the General Assembly shall appoint one or more liquidators who shall handle the liquidation of the assets according to the provisions of the law. In the event of the impossibility of holding the General Assembly, any one of the members of the Executive Committee may ask the competent authority to appoint one or more liquidators.
20-3 Whatever remains after the liquidation process is completed shall be transferred to another society or association with similar aims, or to other organizations with public utility aims, chosen by the liquidators on the basis of the indications given by the General Assembly and after consulting the monitoring body specified in Art. 3, paragraph 190 of Law no. 662 of 23 December 1996, unless a different allocation is imposed by law.
Art. 21 NORMS OF REFERENCE
21-1 For all that is not expressly envisaged in these Statutes, reference is to be made to the provisions specified on the subject of associations by the Italian Civil Code and by any other legislative provisions applicable in Italy.
Budrio (Bologna, Italy), November 21, 2002
MAURO TROGU, NOTARY