Statute of the ITALIAN INSTITUTE FOR PRIVACY
as amended by the General Assembly of January 24, 2011
Art. 1 – Constitution – On 28 April 2008 the non-profit association called ISTITUTO ITALIANO PER LA PRIVACY was established, based in Rome, at Piazza San Salvatore in Lauro 13.
Art. 2 – Purposes and Object – Data is depicted as precious, and a valuable good in the information society: each of its processing involves the duty to respect and defending fundamental human rights. Therefore, the ITALIAN INSTITUTE FOR PRIVACY intends to promote data protection and privacy of people in the ICT society, while trying to harmonize these essential protections with a market idea that is both open and sustainable, fair and dynamic. Ultimately, taking into account the new global economic contexts. For these objectives, the Institute considers the divulgation, research and updating of a responsible privacy culture among the operators of the ICT market and other critical sectors for treatment of personal data in Italy and Europe for indispensable ways of action. These purposes will also be developed through intensive study that over time will produce, publish, disseminate analysis, on research documents regarding the most important privacy issues for proper development of various economic, business, institutional and professional initiatives in general.
Art. 3 – Warranties and Requirements – Are established without exception for this association:
a) prohibition to distribute indirect profits or operating surpluses as well as funds, reserves or capital during the life of the association. Unless the destination or distribution is imposed by law;
b) obligation to devolve the assets of the institution, in the event of its dissolution for any reason, to another association with similar purposes or for the purpose of public utility, having heard the control body referred to in Article 3, paragraph 190, of the Law of 23 December 1996, n. 662, and unless otherwise specified by law;
c) uniform discipline of the associative relationship or of the association procedures aimed at guaranteeing the effectiveness of the relationship, expressly excluding any limitation as a function of the temporariness of participation in the association with life and providing for the members or senior participants the right to vote for the approval and amendments to the bylaws and regulations for the appointment of the governing bodies of the association;
d) the obligation to draw up and approve an annual financial report according to the statutory provisions;
e) free eligibility of the administrative bodies, principle of single vote referred to in article 2532, second paragraph, of the civil code, sovereignty of the assembly of members, associates or participants and the criteria for their admission and or exclusion, criteria, and appropriate forms of advertising of Members Meetings, related resolutions, financial statements or statements;
f) impossibility to transfer the membership fee or contribution with the exception of transfers due to death and non-revaluation of the membership fee.
Art. 4 – Exercise of the associative rights – The adhesion to the association involves the exercise of the associative rights, and in particular the eligibility to every office within the association. Members of the association with active and passive electoral rights include Fellows, Supporting members and Meritorious members. The full voting rights within the shareholders’ meetings are established for the senior members and for the juridical persons who are members, by means of their representative.
Art. 5 – Colleague Members (Fellows) – A member of the association (Italian Fellows) is an Italian citizen aged 18 or over, with a degree in law, economics, or regardless of the qualification obtained, possessing specific skills on privacy, intended for protection of privacy and as protection of personal data, gained in professional or research fields, in which sharing the object and the purposes, have joined in compliance with the provisions contained in this Statute. The application for membership involves the sharing of the institute’s principles and programs and the commitment to collaborate in the realization of the associative goals regarding privacy and protection of personal data.
Art. 6 – How to apply for fellows (Fellows) – The application must be completed and signed on the appropriate form. The submission of the application involves the payment of the annual membership fee according to the rules laid down by the specific Regulation. The acceptance of the request by the Board of Directors must take place within thirty days, after which silence is equivalent to rejection. If the membership application is accepted by the Board of Directors, the Fellow status is taken as from the date of payment of the membership fee.
Art. 7 – Rights and duties of Fellows – Fellows participate in the activities of the association in all its expressions and exercise the rights of active and passive electorate according to the rules of the Articles of Association and the regulatory provisions, provided in compliance with the payment of the annual membership fee and with the membership requirements referred in Article 5. Each member is required, when carrying out activities related to the association purpose, to comply with the statutory and regulatory provisions and the resolutions of the Governing Bodies. Each member commits himself to the maximum loyalty and behave inspired by the respect of the dignity of the other members.
Art. 8 – Loss of membership quality. The quality of a Fellow is lost in the following cases:
b) failure to renew
c) expulsion due to loss of requirements or acts contrary to the statute
The resignation from the quality of member must be presented in writing, sent to the headquarters and it is effective immediately. The resignation extinguishes any proceedings in progress before the Board of Arbitrators. Expulsion is imposed by the Board of Arbitrators following disciplinary proceedings or the reporting of loss of requirements by the Board of Directors. The forfeiture for non-renewal is considered done after 30 days from the expiry of the payment of the fee as per the following art. 10.
Art. 9 – Active and passive eligibility of Fellows – The right of active electorate and the right of passive electorate are exercised by the Fellows and the terms of acceptance of the application for membership provided for by the Bylaws are acquired.
Art. 10 – Membership fees of Fellows – Forfeiture of non-renewal – Exercise of voting rights – The Board of Directors, by the end of October each year, determines the amount of the membership fees for the following year. The payment of the membership fee must normally take place within the month of October of the year to which the fee refers. Failure to pay within the following month determines the automatic forfeiture of membership. The right to vote in the meetings can only be exercised by the fellows who have already paid the fee for the current year.
Art. 11 – Advertising and updating of the list of Fellows – The list of members is a disclosure. All transactions concerning accessions and renewals are carried out by the Board of Directors.
Art. 12 – Supporting Members and Meritorious Members – Supporting Members are natural or juridical persons, through a representative, who contribute considerably to the Institute’s activities. The registration fee valid for obtaining the status of a supporting member is established annually by the Board of Directors, and can be diversified a priori, every year, based on the criteria regarding the size (economic volume, number of employees) of the Supporting Member. The status of a supporting member confers full active and passive electoral legitimacy within the association. In the same way that envisaged for the fellows. Each Supporting Member is a member by right of the Assembly of Supporters, if constituted. The quality of a supporting member is lost due to resignation or non-renewal. Meritorious members are natural or legal persons who recognize significant contributions to the association, as assessed on a case-by-case basis by the Board of Directors. Any case is never led to a lesser extent than the same subjects would have paid as Supporting Members. The status of a meritorious member confers full active and passive electoral legitimacy within the association, in the same manner that is envisaged for the fellows. Each meritorious member is a member by right of the Assembly of Supporters and the Committee of Supporters, if established. The quality of Meritorious Member is lost, due to resignation or non-renewal.
Art. 13 – Honorary Members – The Board of Directors may appoint after obtaining the consent of the Scientific Committee – Honorary Members, without the right to vote. The founding members remain permanent honorary members without the right to vote, in the case of non-renewal of their individual membership and subject to resignation, the quality of an honorary member is lost due to resignation or expulsion.
Art. 14 – National Organs Are National Organs:
1. the General Assembly
2. the President
3. the Secretary General
4. the Scientific Director
5. the Board of Directors
6. the Scientific Committee
7. the Assembly of Supporters
8. the Committee of Supporters
9. the Board of Arbitrators
Art. 15 – Board of Directors, Chairman, General Secretary – The Board of Directors is composed of a minimum of two and a maximum of nine members. The President, the General Secretary, and the Scientific Director are elected within the Board of Directors. The Board of Directors has a three-year term, is appointed with the establishment of the association and subsequently elected every three years by the assembly. During this process there is election of six members. The Committee of Supporters, if constituted, will elect three members. The founding members of the association remain honorary members for life. If the subject were to resign, without the right to vote for the Board of Directors, in case of termination of office or in the absence of re-election. The General Secretary carries out and coordinates the activities necessary for the correct administrative management of the association. This also provides, subjects to the binding opinion of the Board of Directors, the evaluation and acceptance of applications for membership of the fellows. The General Secretary prepares the fund-raising plan to be submitted for approval by the Committee of Supporters. If established, and proposed, after the binding opinion of the Board of Directors, the Scientific Committee and the Committee of Supporters, if established, can gain scholarships for study and research. The General Secretary also periodically informs the assembly about the economic and financial situation of the association. The General Secretary annually draws up the budget and the final balance sheet, with the assistance of accounting professionals external to the association, and presents them to the General Assembly for their approval. Furthermore, prepares the general plan for the distribution of resources according to the criteria determined by the regulations. The General Secretary prepares, with the assistance of external accounting professionals, the mandatory reports are required by law and the procedures for drawing up the accounts, for the collection of funds and for everything deemed that is appropriate for the correct administration of the association.
The Board of Directors coordinates the institutional activities of the association of exclusively non-commercial nature, deciding the study and research guidelines and the scientific communication policies of the Institute. The General Secretary has the legal representation of the association and carries out the negotiations that are necessary to achieve the statutory purposes; makes payments, collects credits, opens bank accounts and arranges their operations; provides for the collection of any public contributions or otherwise due by law. The General Secretary guides the General Assembly, takes care of the communication relations within the Board of Directors as well as with the other organs of the association. Except as provided for by law and as specified for the address of the non-profit scientific activity and by Articles 16 and 21 of this Statute, the President, the Scientific Director and other members of the Board of Directors other than the General Secretary do not have powers of ordinary or extraordinary management of the association, they can not initiate transactions, sign contracts or assume other external obligations on behalf of the association. The President and the Scientific Director have the right to represent the association scientifically and culturally in conventions, debates, studies and research, as well as in the press and other media, through articles, interviews, press releases, speeches.
Art. 16 – Scientific Committee – The Scientific Committee is composed of a minimum of three and a maximum of thirty scholars of privacy or professionals who work in areas closely related to the management of personal data, such as journalism, healthcare, telecommunications, internet and others that will be identified on a case-by-case basis. The members of the Scientific Committee are appointed by the Board of Directors, based on criteria of excellence. The office has a three-year term and can only be revoked by the Board of Directors unanimously. The Scientific Committee resolves by a two-thirds majority, evaluates the work produced by the Fellows and directs the scientific studies of the Institute; it also performs the function of article 13, chooses in agreement with the Board of Directors the speakers of the conferences organized by the association and selects the writings proposed by the Board of Directors for the publication of the Institute’s books. Together with the Committee of Supporters, if established, the Scientific Committee approves the scholarships and research proposals proposed by the Board.
Art. 17 – Assembly of Supporters – Each Supporter or Meritorious Member is a member by right of the Assembly of Supporters, if expressly constituted by those entitled; if it is a legal person, the Member appoints a representative in the supporters’ meeting. The list of Supporting or Meritorious Members is updated and made public on the site and in the Institute’s initiatives.
Article 18 – Committee of Supporters – The Committee of Supporters, if constituted, is composed of a minimum of three and a maximum of nine members, elected by the Assembly of Supporters with a three-year term, to which the Meritorious Members are added. The Committee approves the fund-raising plan prepared annually by the Board of Directors and approves together with the Scientific Committee the granting of scholarships and research proposals proposed by the Secretary General.
Art. 19 – The General Assembly – The General Assembly, the high assembly of the association, is composed of the Fellows and the Supporting and Meritorious Members, and defines and directs the Institute’s line. It is exclusively for the General Assembly to amend the Statute. Members who are in compliance with the procedures established by the Statute participate in the Shareholders’ Meeting with the right to vote. Members’ resolutions are published on the bulletin board of the association, computer based or in paper, and kept on file to be viewed at any time by the Members. The convocation of the meeting is sent to each member by e-mail at least fifteen days in advance.
Art. 20 – Validity of the resolutions – All the collective organs resolve by an absolute majority of those present, unless otherwise specified, and the election of the assemblies takes place in proportionate ways as well.
Art. 21 – Scientific Sector Managers – The Board of Directors may establish sector or subject Managers, whose work is coordinated by the Scientific Director, with the right of presence, upon request, but not of vote in the Board of Directors.
Art. 22 – The activities of the Association are financed by: membership fees paid by Fellows, Supporting Members and Meritorious Members; voluntary contributions from members or third parties; public contributions if permitted; public subscriptions and any other collection activities permitted by law. The amount of membership fees and affiliation fees is established annually by the Secretary General, subject to approval, in the event of their modification compared to the previous year, by the Members Meeting. The General Secretary determines the criteria of resources allocation and submits them for annual approval to the General Assembly, except for cases specified in Articles 15 and 16. The association can carry out commercial operations provided that this activity does not prevail over the institutional one. The association can provide compensation for intellectual services to its members or directors or third parties, observing the accounting rules of the law: the total amount of compensation for the Members of the Board of Directors is approved in the financial statements by the members.
Art. 23 – Exclusive jurisdiction – Each member of the association is obliged to recur first to the Board of Arbitrators, if established, in case of disputes concerning: the activity of the association, the guarantees and principles set out in Article 3, the budgets, the application of the statute, as well as the relations between the Bodies of the Association.
Article 24 – Board of Arbitrators – The Council of Arbitrators is a potential body, made up of three effective members, elected by the General Assembly. The members of the Board of Arbitrators remain in office for three years and can be re-elected. The Council of Arbitrators appoints a Secretary of the Commission from among its members. The President of the Commission is chosen, among the elected members of the Commission, by the Association’s Board of Directors. With regard to the decisions referred to in the previous article, the Council of Arbitrators is a single non-appealable judge.
Art. 25 – Regulatory power of the General Secretary – The General Secretary provides for the issuing of all the regulatory provisions necessary for the execution of the Statute, without prejudice to the powers established by the latter for the Shareholders’ Meeting and the Board of Directors and for the other organs of the association.
Art. 26 – Amendments to the Statute – The amendments to the statute are the responsibility of the General Assembly. The resolutions are approved with the favorable vote of the majority of those present. The General Assembly may however delegate the power to modify all or part of the articles of the Articles of Association to the Board of Directors. The delegation to the Board of Directors must be approved by a majority of two thirds of those entitled to vote in the General Assembly. The changes made by the General Assembly to articles 2, 3, 4, 23, 24, 26, 27 must be approved by the Board of Arbitrators or, in its absence, by the Board of Directors and in the absence of such approval are considered void.
Art. 27 – Transitional and final provisions – Starting from the foundation and for a period of three years. In order to set up the Institute, the Board of Directors will be formed by the founding members and by all who the latter will appoint by majority. Within two months from the birth of the association, the Board of Directors will appoint the members of the Scientific Committee.