Stirling International Association
Constitution of the Stirling International AssociationARTICLE 1 – Name
The International Stirling Association is hereby constituted.
ARTICLE 2 – Registered office
The registered office of the Association shall be located in Ancona (Italy). The Executive Committee may establish local offices in other cities in Italy or abroad.
ARTICLE 3 – Objectives
The objectives of the Association, a not-for-profit organization, are:
a) to foster initiatives aimed to promote cultural relations between its Members and the international scientific community, and to contribute to the activities and the development of research in the sector of Stirling-cycle machines;
b) to collect, circulate and promote information about Members and their activities;
c) to establish and facilitate relations among Members through conferences, publications and the organization of research groups on specific topics, as well as cultural and social initiatives;
d) to contribute to encourage young people, students and enthusiasts to study the Stirling-cycle machine and explore its thermal fluid-dynamic aspects.
The Association shall undertake all activities deemed useful to achieve its goals.
ARTICLE 4 – Duration
The duration of the Association is unlimited.
ARTICLE 5 – Membership
Membership is open to individuals who share the aims and rules of the association and endorse them upon joining. Upon resolution of the General Meeting, persons who have made significant international contributions to the study and development of the Stirling Engine may be conferred the title of Honorary Member.
Membership shall be lost by death, by exclusion, to forfeiture or cancellation. The cancellation by the members must be communicated in writing to the Association at least three months before the end the current year. The exclusion of members is decided by:
1) for conduct contrary to the aims of the Association;
2) for persistent breaches of statutory obligations and regulations;
3) when, in any way, moral or material damage being caused to the Association;
The member is automatically invalidated for failure to pay the membership fee for 2 years.
Before the exclusion must be contested in writing to the member that the charges are moved to the same, allowing faculty to replicate except in the event of forfeiture for arrears for which exclusion is perfected automatically with the date of the deadline for payment. The member withdrew or excluded is not entitled to a refund of dues paid
ARTICLE 6 - Membership fees and contributions
Annual fees shall be determined by the Executive Committee. Honorary Members shall be exempt from fees. Membership fees are not transferable, nor can they be revalued. To pursue its objectives, the Association may also make use of contributions, donations and other kinds of funding from organizations or individuals.
ARTICLE 7 – Organs of the Association
The organs of the Association shall be:
a) the General Meeting; b) the Executive Committee; c) the President;
ARTICLE 8 – General Meeting
The General Meeting comprises all Members of the Association. The meeting is chaired by the President of the Association
There are two types of General Meeting, Annual and Extraordinary. The General Meeting may be held on first or second call; at least one hour must elapse between the first and second call.
The General Meeting to approve the budget, shall be convened by the President at least annually, within the first four months of the year. A notice, specifying the time and the place of the General Meeting, shall be sent by post or e-mail at least fifteen days prior to the date of the meeting and shall contain the agenda.
A General Meeting, be it Annual or Extraordinary, can be convened on the request of at least one-tenth of the Members.
ARTICLE 9 - Annual General Meeting
The Annual General Meeting:
a) elects the Executive Committee;
b) appoints Honorary Members;
c) adopts the budget and approves the statements of accounts;
d) decides on other matters relating to the life and development of the Association, in particular those submitted by the Executive Committee.
The General Meeting shall be validly convened, on first call, with the participation of one half of the Membership, and on second call regardless of the number of attendants. The General Meeting shall decide by a majority of votes. Each Member shall have one vote.
ARTICLE 10 – Extraordinary General Meeting
The Extraordinary General Meeting shall decide on changes to the by-laws and dissolution of the Association and modes of dissolution.
The Extraordinary General Meeting shall be validly convened, on first call, with the participation of at least two-thirds of the Membership, and on second call regardless of the number of participants. Each Member shall have one vote. The General Meeting shall decide by a majority of votes. A quorum of at least one quarter of the Membership is required to dissolve the Association and resolutions are passed by a two-thirds majority.
ARTICLE 11 – Voting
Upon resolution of the Executive Committee, votes in the Annual or Extraordinary General Meeting – excepting those concerning the dissolution of the Association – may be cast by post or over the Internet by means of a special ballot, prepared by the Association so as to ensure the regularity and secrecy of the vote. The ballots – paper or electronic –must be received by the President at least five days before the General Meeting. They shall be examined by a Member of the Executive Committee and by two Members from the general Membership, acting as tellers, previously appointed by the Executive Committee. Ballots shall be retained for a period equal to the duration of the Executive Committee’s term of office.
ARTICLE 12 - Executive Committee
The Association is managed by an Executive Committee composed of five Members elected by the General Meeting. Executive Committee Members shall serve terms of two years and can be re-elected. In the event that a Member of the Executive Committee must be replaced - due to resignation or other causes- another Member can be co-opted by the Executive Committee and shall hold office until expiry of the current Executive Committee. In the event that, over a six-month period, two or more Members of the Executive Committee must be replaced, the entire Executive Committee shall expire and the General Meeting must be convened without delay. The Executive Committee shall appoint the President, the Vice-President and the Secretary from among its Members; in addition, it can entrust its Members with special powers and mandates. The Executive Committee can undertake all action aimed at achieving the objectives of the Association, except those reserved for the General Meeting by these by-laws.
The Executive Committee shall:
a) draw up the action plan of the Association and ensure its implementation;
b) execute the resolutions of the General Meeting;
c) promote and publicize the Association’s activity and enhance its image;
d) prepare the draft budget and the statement of accounts;
e) determine the amount of annual membership fees;
f) convene the Annual and Extraordinary General Meeting and set its agenda;
g) decide to vote by post.
No remuneration is due to Executive Committee Members.
ARTICLE 13 - Executive Committee convocation and voting
The Executive Committee shall be convened by the President, or upon request of at least three Executive Committee Members.
A notice, specifying the time and place of the meeting, shall be sent at least ten days before the date of the meeting and shall contain the agenda. The Executive Committee is validly constituted if the majority of its Members are present and decisions are made by majority vote of those present. In the event of a tie, the President’s vote shall be decisive.
Executive Committee meetings can be held via web conference.
ARTICLE 14 – President
The President, as the legal representative of the Association, is responsible for promoting and coordinating its activities. He or she shall direct the work of the Executive Committee and the General Meeting and take care that decisions are carried out.
The President is empowered to take emergency measures, on which he or she shall report to the Executive Committee at its next meeting. The Vice-President replaces the President in case of his or her absence or unavailability.
ARTICLE 15 – Statement of Accounts and Budget
The fiscal year ends December 31. The statement of accounts is approved by the General Meeting by April 30th of the following year. By that date the budget is also approved.
ARTICLE 16 – Assets
The Association’s assets are comprised of the membership fees and any contributions or donations received from foundations, public and private bodies, companies, institutions, and individuals, of any other receipts, and of all movable and immovable property legally received by the Association. The Association shall not distribute, even indirectly, any profits or management surplus, funds, reserves, or capital during the life of the association, unless appropriation or distribution is required by law.
ARTICLE 17 – Dissolution
The dissolution of the Association shall be decided by the Extraordinary General Meeting, under the terms of Art. 10. In such a case, the Association’s assets shall be donated to research outfits, science popularization centers, or other associations with similar aims, identified by the Extraordinary General Meeting.
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