Art. 1 – Constitution
The Association named Associazione Italiana di Storia Urbana – AISU, hereinafter the Association, is formed.
Art. 2 – Aim of the Association
The Association aims to promote and disseminate the study of urban history, understood as a broad field of study including all the histories that have urban settlements as their object of interest and field of work and research. For the pursuit of its aims, the Association proposes in particular to:
- contribute to the development of scientific research activity in the area of urban history. To this end, it organises its own congress and other meetings, such as study meetings, international conventions, educational, exposure and disclosure activities, and announces awards and activities aimed at encouraging and supporting research;
- promote awareness and develop tangible and intangible cultural heritage, particularly historical urban heritage and landscape;
- contribute to developing the environment and landscape, especially by promoting their cultural, historical and artistic aspects;
- disseminate and impart knowledge of the city from a historical perspective to the general public. To this end, it publishes scientific contributions and has its own updated website, as well as organising various cultural initiatives (visits, meetings, seminars, trips, exhibitions, etc.);
- promote, for the same purposes of scientific and cultural dissemination, the publication of books, magazines and newsletters, making use of other informative media capable of achieving both scientific and communicative goals; to this end, it makes use of various forms of publishing, also online and in digital form;
- participate with its representatives in scientific meetings and conferences held in Italy and abroad on topics related to urban history and in general to the activities of the Association; to this end it establishes relationships of cooperation and exchange with other Italian and foreign bodies of similar nature, including the European Association for Urban History (EAUH);
- elaborate, manage and/or contribute to research projects, also through agreements and conventions, with universities and private and public bodies of a local, national and international nature.
Art. 3 – Non-profit character of the Association
The Association is based on organisational rules inspired by constitutional principles and criteria of administrative transparency. Furthermore, it:
- pursues exclusively purposes of collective utility;
- carries out only the activities indicated in the previous article and those directly related to them;
- does not distribute, even indirectly, profits and operating surpluses, funds, reserves or capital, unless the allocation or distribution is imposed by law or made in favour of other non-profit organisations of social utility which, by law, statute or regulations, are part of the same structure;
- uses profits or surpluses to carry out its institutional activities and those directly related to them;
- in the event of dissolution for whatever reason, it shall devolve the organisation's assets, after consulting the Board of Auditors, to other voluntary organisations operating in the same or similar sectors or for purposes of public benefit, unless otherwise imposed by law.
Art. 4 – Headquarters
The Association has its headquarters at the Dipartimento Interateneo di Scienze, Progetto e Politiche del Territorio, Politecnico di Torino, Viale Mattioli n. 39, 10125 Torino (TO). The Board of Directors may, by its own resolution, transfer the headquarters within the same city or elsewhere, and may also establish and/or close delegations, secondary and detached offices throughout the national territory.
Art. 5 - Duration
The duration of the Association is established until the 31st (thirty-first) of December 2050 (two thousand and fifty). It may be dissolved prematurely at any time by resolution of the General Assembly of Members, convened with the indication of this matter on the agenda. In the event of dissolution for whatever reason, it will follow the procedures set out in Article 3 above.
The Assembly may extend this duration or tacitly allow it to continue indefinitely.
Art. 6 – Members
Membership of the Association is open to all those who share its aims and are up to date with the payment of membership fees. All members must therefore agree with the present Articles of Association, of which they will be aware; when joining the Association, they must declare that their acceptance without reservation.
Ordinary members may be Italian and foreign citizens with cultural interests in the study of the city and the territory from a historical point of view. Italian and foreign bodies that share the aims of the Association may also be members.
Each member is entitled to one vote at the meeting, as are the bodies that participate through their legal representative or another person appointed by said body.
All members of the Association enjoy the same rights and equal treatment, and their number is unlimited. The members abide by a unified set of rules governing their relationship and membership, and any form of temporary participation in the social life of the organisation is expressly excluded.
Art. 7 – Members rights and obligations
Members are entitled to:
- participate in the meetings (if they are up to date with the payment of membership fees);
- vote directly or by proxy at meetings for the approval and amendment of the articles of association and regulations and for the appointment of the Association's governing bodies on the basis of the electoral rules;
- participate in the activities promoted by the Association;
- use all the services offered by the Association;
- be familiar with the programmes through which the Association intends to implement the social aims;
- withdraw from membership of the Association.
Members are obliged to:
- observe the provisions of these articles of association;
- behave in a manner consistent with the aims of the Association;
- contribute to the achievement of the Association's aims and offer their services in accordance with the Association's purposes, as and when agreed;
- pay the membership fees determined by the General Assembly. Members who have not paid their subscriptions are not entitled to take part in the meeting or to vote for the governing bodies in accordance with the electoral regulations.
Art. 8 - Loss of membership status
Membership status is lost as a result of:
- voluntary resignation;
- failure to pay the annual membership fee;
- a member may be expelled from the Association for serious reasons, by resolution adopted by the absolute majority of the members of the Board of Directors and announced by letter to the member concerned.
The member concerned may lodge an appeal against this measure within 30 days of the date of notification of the expulsion; the appeal shall be examined by the first ordinary General Assembly.
Art. 9 – Economic resources
The Association's economic and financial resources come from:
- contributions and donations from members (annual fees, membership fees for specific activities promoted by the Association, etc.);
- contributions from private individuals;
- contributions from public and private bodies;
- donations and bequests;
- income from conventions;
- income from marginal commercial and production activities;
- income from its own initiatives;
- income from assets or property received by the organisation for any reason;
- income deriving from assets including shares and interest on current accounts;
- funds are deposited with credit institutions chosen by the Board. All financial transactions are authorised by signature of the President or the Treasurer. The Association may receive liberal contributions in cash and donations, subject to acceptance by the General Assembly or the Board of Directors, which shall also determine how and when they are to be used for institutional purposes;
- the Association may also receive inheritances and bequests, subject to acceptance, with benefit of inventory, by the Ordinary General Assembly or the Board of Directors. The resolution of acceptance shall establish how and when the assets received and their income are to be used, exclusively in accordance with the purposes envisaged in the memorandum of association or the articles of association.
Art. 10 - The Governing Bodies
The bodies of the Association are
- the General Assembly;
- the Board of Directors;
- the Chairman;
- the Board of Auditors.
The members of the governing bodies perform their activities free of charge.
Art. 11 - General Assembly
The General Assembly consists of all the members of the Association. It meets:
- ordinarily, at least once a year, also in order to approve the financial statements for the previous year and the budget for the current year;
- extraordinarily, whenever the Chairman deems it necessary. The meeting may also be convened at the request of at least half of the Board of Directors or one tenth of the members.
The Chairman convenes the General Assembly at least 30 days before the date set for the meeting in writing (letter, e-mail) containing the agenda and an indication of the items to be discussed.
In case of an extraordinary meeting, the term may be reduced to 15 days.
In first call, the General Assembly is validly constituted with the presence of half plus one of the members, present in person or by proxy granted to another member. In second call, it is validly constituted whatever the number of members present, in person or by proxy.
Each member is entitled to one vote and may hold no more than one proxy. All members who have paid their subscriptions are entitled to attend and vote at the General Assembly.
The resolutions of the General Assembly shall be adopted by an absolute majority of those present, without prejudice to the provisions of article 25 below. In the event of a tie, the vote of the Chairman shall prevail.
The General Assembly is responsible for:
- electing the Chairman;
- electing the members of the Board of Directors;
- electing the members of the Board of Auditors;
- approving the programme of activities proposed by the Board;
- approving the financial statements for the previous year and the budget for the current year proposed by the Board of Directors;
- approving or rejecting requests for amendments to the articles of association as referred to in article 25 below;
- establishing the amount of membership fees and contributions payable by members on the proposal of the Board of Directors.
For the exercise of the tasks relating to the elections of the Chairman, the Board of Directors and the Board of Auditors, reference is made to the provisions of article 14.
Art. 12 – Board of Directors
The General Assembly elects the Board of Directors, which consists of between nine and fifteen members, including the Chairman, chosen from among the members. In addition to the members elected by the General Assembly, the Board of Directors includes, as honorary members, the former Chairmen of the Association and the AISU members of the International Committee of the European Association for Urban History (EAUH): they attend the meetings without voting rights and are not counted for the validity of the meetings of the Board of Directors. The Board, in agreement with the Chairman, appoints from among its members a Deputy Chairman, a Secretary and a Treasurer.
It may also, in agreement with the Chairman, delegate functions to Board members or members of the Association. The Board must meet at least once every six months. The Chairman convenes the meetings at least 15 days before the date set for the meeting, issuing notification to such effect. Meetings may also be convened at the request of at least one third of the members of the Board of Directors. In this case, the Chairman shall, in the manner described above, convene the meeting within 15 days of the request and the meeting shall take place within 30 days of being convened.
The Board is validly constituted:
- in first call with the presence of half plus one of the members;
- in second call with the presence of at least one third of its members. The Board of Directors is responsible for:
- designating, in agreement with the Chairman, the Deputy Chairman, the Secretary and the Treasurer, and establishing any delegated powers;
- organising the life and activities of the Association;
- submitting the annual budget and financial statements to the General Assembly for approval;
- determining the work programme on the basis of the guidelines contained in the general programme approved by the General Assembly, promoting and coordinating its activities and authorising its expenditure;
- ratifying, at the first useful meeting, the measures within its power adopted by the Chairman for reasons of necessity and urgency;
- appointing, in the event of a dispute, the member of the Board of Arbitration for which the Association is responsible.
Art. 13 - Voting
The resolutions of the Board of Directors are valid with the favourable vote of the majority of the members present, including those attending the meeting online. Votes may also be expressed in writing and sent to the Chairman using any means, even electronic, as long as they are received before the meeting. When the Board votes, in the event of a tie, the vote of the Chairman shall prevail.
Art. 14 – Elections
The Chairman, the members of the Board of Directors and the members of the Board of Auditors are elected by the General Assembly by secret ballot with a relative majority. Each member may express only one preference for the Chairman, a maximum of three preferences for the Board of Directors and two for the Board of Auditors. The procedure for the presentation of candidacies and the voting procedures are specified in the specific electoral regulations.
Art. 15 – Duration of the Mandate
The members of the Board of Directors remain in office for four years and may be re-elected. The President also remains in office for four years but is not immediately eligible for re-election.
Art. 16 – Responsibilities of the Board of Directors
The Board of Directors formulates the cultural guidelines for the achievement of the social aims. To this end, it proposes initiatives to achieve them within the framework of the programme of activities resolved by the General Assembly: it is also vested with the powers of ordinary and extraordinary economic and administrative management.
The power of legal representation shall be held by the Chairman and, in the case of his impediment, by the Deputy Chairman, while the Treasurer shall be responsible, in agreement with the Chairman, for bank and/or post office transactions.
The Treasurer or other ad hoc delegates may represent the Association in the opening and/or closing of bank and post office current accounts. The opening and closing of current accounts shall be resolved by the Board of Directors.
Art. 17 – Responsibilities of the Chairman
The Chairman is elected by majority vote of the General Assembly and legally represents the Association in dealings with third parties and in any legal proceedings. He convenes and chairs the General Assembly and meetings of the Board. In cases of necessity and urgency, he adopts the measures for which the Board is responsible, submitting them to the Board for ratification at the first useful meeting.
In the event of his absence, impediment or termination, his duties are performed by the Deputy Chairman; in the absence of the latter, the oldest member of the Board performs them.
Art. 18 - Responsibilities of the Secretary
The Secretary assists the Chairman, carrying out the following tasks:
- preparation and updating of the members' book;
- drawing up and keeping the minutes of the meetings of the governing bodies;
- undertaking to deposit the minutes at the Association's headquarters.
Art. 19 - Responsibilities of the Treasurer
The Treasurer assists the Chairman, carrying out the following tasks:
- keeping the Association's accounts and their documentation;
- preparing the budget, to be submitted to the Board by the end of September;
- preparing the financial statements, to be submitted to the Board by the end of February;
- collecting income and paying expenses in compliance with the decisions of the Board.
Art. 20 _ Responsibilities of the Board of Auditors
The Board of Auditors consists of three full members and two alternate members elected by the General Assembly. The fourth and fifth members in the order of the votes obtained are alternate members. The Board appoints a Chairman from among its members. Its members remain in office for four years. The Board may engage the services of a qualified auditor. The members of the Board of Auditors participate in the meetings of the Board of Directors solely with regard to budgetary matters, with the right to speak but not to vote.
The Board of Auditors monitors the regularity of management from an accounting and administrative point of view; as regards its powers and operating procedures, reference shall be made to the provisions of the Italian Civil Code in relation to companies. In particular, the Board exercises the powers and functions envisaged by articles 2403 et seq. of the Italian Civil Code, acting:
- on its own initiative;
- at the request of one of the bodies;
- or at the request of a single member, presented in writing and signed.
The Board shall report annually to the General Assembly in a written report, signed and distributed to all members.
Art. 21 – Substitution
If a seat on the Board becomes vacant for any reason, the General Assembly, upon proposal of the Board, may restore the number of Board members. If a seat on the Board of Auditors should become vacant for any reason, the oldest of the alternate auditors shall take over, followed by the next non-elected auditor.
The new member of the Board of Directors or the Board of Auditors shall cease to hold office upon expiry of the original term of office of the body, together with the other members of the Board of Directors or the Board of Auditors.
Art. 22 - Board of Arbitration
All disputes arising from these Articles of Association, including those relating to their validity, interpretation, enforcement and termination, shall be referred to a single arbitrator who shall proceed in a customary manner and in compliance with the law, particularly with regard to disputes between:
- the bodies of the Association;
- the bodies and members;
- the members.
The proceedings shall be conducted in compliance with the rules for fast-track arbitration of the Piedmont Chamber of Arbitration, of which the parties must declare knowledge and full acceptance.
Art. 23 - Membership fee
The General Assembly establishes the annual membership fee payable by members on the proposal of the Board of Directors. The membership fee is:
- not divisible;
- not refundable in the case of withdrawal of loss of membership status.
Members who have not paid their subscriptions may not attend General Assemblies or take part in the Association's activities: they are not active voters and may not be elected to office.
Art. 24 – Budget and Financial Statements
Every year, the Board shall draw up the final statements and the budget to be submitted to the approval of the General Assembly, which shall decide by absolute majority of those present, after hearing the opinion of the Board of Auditors. The financial statements shall indicate, divided into single homogeneous items, the income and expenses for the period of one calendar year, also indicating the association's assets and liabilities.
Art. 25 – Amendments to the Articles of Association
Proposals for amendments to the Articles of Association and the Memorandum of Association may be submitted to the General Assembly by one of the bodies or by at least one tenth of the members. The pertinent resolutions shall be approved by the General Assembly with the favourable vote of the absolute majority of the members present, as long as at least one third of the members are present.
Article 26 - Referral clause
For anything not provided for in these Articles of Association, reference shall be made to the applicable legislation in force.