THE STATUTE OF ITALIAN SOCIETY OF FOREST RESTORATION (ISFR)
The Italian Society of Forest Restoration, hereinafter referred to as ISFR, is a no-profit scientific and cultural organization.
ISFR domicile is established in Viterbo but other ISFR branches could be established or closed in different Italian towns or abroad after obtaining the consent of the Board of Directors.
ISFR is founded in accordance with the rules of the Italian Constitution, the Civil Code, and the existing legislation: proceedings will be adopted in future in order to obtain a legal personality according to the law.
Article 3 Objectives
The mission and the praxis of ISFR derive both from the respect for any individual, considered in his human, cultural, and spiritual dimension.
ISFR’s objectives are:
- To draw attention to any illegal action which damages the forest and represents the initial factor for its degradation,
- To promote the implementation of fundamental tenets for forest and environmental restoration,
- To promote the sustainable management of forest assets,
- To support the quality improvement of the agro-forestry countryside.
In order to pursue its objectives ISFR aims to:
- Establish Issue Groups
- Promote and participate to studies and researches related to ISFR’s objectives
- Support courses and seminars aimed to professional training and upgrading as a mean to transfer the ISFR objectives to the territory
- Provide scientific support to projects aimed to forest restoration, to a correct management of forest resources, to improve the agro-forestry countryside quality. ISFR will not carry out any activity which is ascribed by the law to personnel belonging to specific professional registers and leagues
- Publish scientific papers and technical- or disseminating-materials relating to ISFR objectives
- Establish a web site able to give information in relation to topics of particular concern to ISFR
- Organize events (meetings, seminars, hikes, shows) relating to ISFR objectives
- Collect in a library images, slides, documents, national and international publications relating to ISFR objectives and activities
- Adopt good habits useful to increase a sustainable ecological behavior such as: making use of recycled paper, organizing video-meeting online in order to reduce travelling, etc, etc)
- Confer endorsements to whom have applied a good practice of forest restoration
ISFR uses any measure which is instrumental in achieving the objectives and in particular it cooperates with local authorities by way of specific agreements, with other organizations, societies, or authorities which pursue similar objectives, and for these activities ISFR can use national and international public and private funds.
Furthermore, ISFR shall carry out any cultural activity and any economic or financial action, movable and fixed, with the scope of achieving its own objectives.
ISFR shall carry out ancillary activities provided for by the existing legislation only for self-funding and not-for-profit.
Article 4 – Membership
Affiliation to ISFR is allowed to everyone, without any numerical limitation, on condition that they recognize themselves in ISFR’s Statute and they act to achieve ISFR’s objectives.
Affiliation is allowed to individuals, corporate bodies, and free associations of citizens.
When registering, the member must indicate: his or her full details, the domicile, the qualification, the profession, his or her interests. It is responsibility of the member to inform when changes in details occur. Furthermore, the member must notify the e-mail address where any communication regarding the Statute must be sent.
Members are bound to maintain the statutory and regulatory provisions, as well as guidelines and decisions which ISFR’s organs enact in the frame of these provisions.
All members have equal rights and commitments towards ISFR and must pay an annual joining fee whose entity will be decided by the Board of Directors with a decision taken by December every year for the following year.
The members not complying with the annual joining fee cannot attend the assembly or participate to ISFR’s activities. Moreover they are not electors and cannot be appointed to any ISFR’s office.
ISFR comprises three different member’s categories: incorporators, ordinary, and supporters. Incorporator members are individuals or corporate bodies responsible for establishing ISFR and for this reason they become automatically ordinary members.
Ordinary members are all individuals, and public or private corporate bodies who agree to objectives and principles of ISFR.
Affiliation is possible by presenting a written request accompanied by two letters of introduction made by two members and the final decision is taken by the Board of Directors.
Supporting members are all those who contribute financially or in kind to ISFR’s objectives.
Loss of membership takes place in consequence of:
- Joining fee non-payment: this decision is taken by the Board of Directors after six months from the time when payment of the annual fee was due;
- Resignation: every member can resign from ISFR at any moment by giving a written notice to the Board of Directors; in this case resignation has an immediate starting date. It remains the requirement to pay the joining fee for the current year.
- Expulsion: the Board of Directors decides the expulsion of a member, after having notified to him the charges and after having listened, if possible and if requested by the same member, in consequence of actions committed in contrast with the present Statute or when serious reasons intervene which make incompatible the continuation of ISFR affiliation.
- Members who have lost their affiliation to ISFR cannot apply for reimbursement of their joining fees and they have no direct or indirect rights upon the ISFR’s estate.
Article 8 – Net worth and economic resources
ISFR’s net worth is formed by movable and immovable property.
Throughout ISFR life, members cannot require the division of common resources.
The economic resources necessary to pursue ISFR’s objectives and to cover the operating expenses consist of:
- Member’s shares and voluntary contributions
- Contributions of international bodies, State, Public or private institutions for the performance of scientific advices, grant agreement, research projects and activities compatible with ISFR’s purpose;
- Funds, donations, and legacies;
- Movable and immovable properties which will become ISFR’s property;
- Annuities of movable and immovable properties however they have been received by the ISFR;
- Any reserve funds arisen from surpluses;
- Any other revenue contributing to increase ISFR’s asset.
The funds are deposited in a bank selected by the Board of Directors.
A levy rate percentage established by the Board of Directors will be deducted from every contribution and will be devoted to establish a ISFR’s fund to be used for operating expenses.
Article 9 – Organs
ISFR’s organs are:
a) The General Assembly
b) The Board of Directors
c) The College of Auditors
d) The Board of Arbitrators
e) The President
Any elected office is unpaid, and eligible costs are only those such as reimbursement payments for documented expenses which have been authorized in advance by the Board of Directors.
Article 10 – The General Assembly
The General Assembly is summoned by the Board of Directors as a role once a year, by means of e-mail message with a confirmation receipt (members must notify their e-mail addresses to the ISFR in order to form an ISFR’s mailing list).
The convocation for the General Assembly must include the agenda, the day, the hour, and the place where the meeting will take place. The convocation must be sent at least 10 days before the agreed date for the assembly and, in urgent cases, at least 4 days in advance. The summons will be published on ISFR’s web site.
The General Assembly can be convened also at a motivated and signed request from at one tenth of the members.
The General Assembly can be convened away from ISFR’s domicile as long as the site is in Italy.
The General Assembly is the highest deliberating organ and it deliberates on:
- approval of the final and preventive annual balance (including the indication of funds to be allocated to any ongoing activity);
- proposal (to be discussed during a special session) of changes in ISFR’s statute and of a possible ISFR’s dissolution;
- setting the timetable and general guidelines of ISFR’s activities;
- approval of the amount of membership fee suggested by Board of Directors;
- approval of a possible rules of procedure of the ISFR arranged by the Board of Directors;
- appointment every three years of components in the Board of Directors;
- appointment every three years of components in the College of Auditors
- appointment every three years of components in the Board of Arbitrators
The General Assembly is composed of all members referred to in Article 6.
In order to participate to the General Assembly all members must be up to date with payment their annual membership fees.
The members can be represented by other members even if these members are components of the Board of Directors, with the exclusion in this case of the time when decisions must be taken in regard of financial approvals or decisions relating to responsibilities due to Directors. No member can be recipient of more than two delegations in the General Assembly.
The General Assembly is chaired by ISFR’s President or in his absence by the Vice President or in absence of the Vice President by a member of the Board of Directors designed by the same General Assembly.
The duties of secretary shall be carried out by the secretary of ISFR or in case of his absence by a person appointed by the General Assembly.
The President of the General Assembly verifies the legality of the delegations and the right to speak during the General Assembly.
The Minutes of each meeting of the General Assembly shall be drawn up by the Secretary of the General Assembly and shall be signed also by the President.
Each member shall have one vote which can be expressed also as a postal vote.
At the first convocation any General Assembly’s decision shall be taken by a majority of the votes cast and with the physical presence or delegation of at least one half of the ISFR members.
At the second convocation General Assembly’s decision shall be taken by a majority independently from the number of ISFR members being present. The counting of vote majority excludes abstention from the vote.
In order to introduce any modification in the existing Statute or to decide about ISFR’s dissolution and its related estate devolution it is necessary a) the vote in favour of at least seventy percent of members present at both the first and the second convocation, and b) the favourable opinion of the Board of Directors.
Decision taken during ordinary and extraordinary General Assembly shall commit also non-consenting or absent members.
Each member has right to consult the minutes of the meeting drawn up by the Secretary and signed by the President.
Article 11 – The Board of Directors
The Board of Directors is formed by a minimum of three and a maximum of seven members, and it is elected by the General Assembly which determines time and again the number of its components.
The first Board of Directors is formed only by the founder members.
The Board of Directors stays in place for three years. In the event of resignation or death of a member, the Board of directors replaces the member during the following meeting and asks for validation during the following General Assembly.
The Board of Directors appoints its President, Vice-President and Secretary.
The President summons the Board of Directors when it is needed or when it is required in writing by at least two members of the Board of Directors and in any case whenever it is necessary in order to endorse the final and preventive annual balance, and the amount of the annual membership fee.
Invitation to a meeting of the Board of Directors must be received at least three days in advance; only in urgent cases the Board of Directors is summoned within twenty four hours. The meeting summoning shall be done by e-mails and it shall indicate item in agenda.
The meeting of the Board of Directors can be done also via video conference provided that all members have access to the video conference, and they can speak in order to express their opinion , they can view, they can receive or send documents so that they have the simultaneity of the discussion and of the decisions which are achieved; in this case, the meeting of the Board of Directors is considered to have been held in the same place where who chairs the meeting is present and where also the Secretary is present in order to enable the minutes registration and signature. A decision shall be considered valid when the meeting is attended by the majority of the members forming the Board of Directors. Any decision is approved with a majority of votes of members being present; in the event of a tie the member chairing the meeting has the casting vote.
The Board of Directors is chaired by the President, and in case of his absence by the Vice President; when both are absent then the meeting shall be chaired by the oldest member.
The minutes of the meetings of the Board of Directors shall be signed by the President and Secretary and shall be recorded in a specific register.
The Board of Directors must implement the general directives decided by the General Assembly and must support any action aimed to achieve the ISFR objectives.
The Board of Directors shall draw up the final and preventive annual balance for submission to the General Assembly, shall draft a Regulation which must be obeyed by all the members.
The Board of Directors appoints the ethics committee.
Article 12 – The President, Vice President, Secretary
Only ordinary members can be appointed President and Vice President of ISFR. The outgoing President may be re-elected for not more than two successive terms.
The President, or in case of his absence the Vice President, shall represent the ISFR in Court and vis-à-vis third parties.
The President, and in case of his absence the Vice President, shall be responsible for the implementation any decision taken by the General Assembly and the Board of Directors; when it is urgent the President exercises the powers of the Board of Directors which then must be ratified during its first meeting.
In particular it is for the President to:
- supervise compliance with the provisions of the Statute and Regulation;
- provide a broad outline of the ISFR annual and medium term activities;
- prepare the annual report on ISFR activity;
- supervise the ISFR’s facilities and services;
- provide organizational criteria necessary to ensure ISFR’s efficiency, effectiveness, functionality
- identify needs and opportunities arising from ISFR and members;
- establish possible ISFR organ’s and facility’s internal roles.
The President shall identify, establish, chair operative, technical, and scientific committees and shall determine their duration, their operating mode, their objectives, and their remuneration entities.
The Secretary shall take care and oversee of all ISFR’s documents, financial budget; moreover, he shall collect the members annual fees.
If the President in office is prevented from acting or he resigns before the end of the mandate, the Vice President becomes acting President. The Vice President acting as President does not lose the possibility to be elected President. In the case the Secretary is prevented from acting or he resigns, one of the members of the Board of Directors in office shall become Secretary till the subsequent appointment.
Article 13 – The Board of Arbitrators
All possible member’s dispute and those between members and ISFR or ISFR’s organs will be subjected, in all cases not forbidden by the law and with the exclusion of any other jurisdiction, to the competence of three members of the Board of Arbitrators nominated by the General Assembly.
The members of the Board of Arbitrators shall judge ex bono et aequo without procedure and formalities; their ruling will never be disputed.
Article 14 – The College of Auditors
The College of Auditors is formed by three members, it is appointed by the General Assembly and shall remain in office for three years. The College of Auditors must participate to the meetings held by the Board of Directors and by the General Assembly; it shall monitor the work done by the Board of Directors and by the General Assembly in order to verify its compliance with the Statute objectives and with the existing law. The controls carried out will be entered in a specific register. Moreover, the College of Auditors shall address to the President and to the other members of the Board of Directors the recommendations considered to be useful to better fulfill the tasks assigned to them in accord with the Statute and the Regulation. The fee due to the members of the College of Auditors is established by the Board of Directors according to the existing law.
Article 15 – ISFR budgetary exercises
Budgetary exercises start the first of January and end the thirty-one of December of every year. The first budgetary exercise shall be closed the thirty-one of December 2012.
Within ninety days from the end of each budgetary exercise the Board of Directors shall prepare the final annual balance to be approved by the General Assembly within one hundred and twenty days from the end of each exercise. Within one hundred and twenty days from the end of each exercise the Board of Directors shall prepare the preventive annual balance for the next exercise which shall be approved by the General Assembly within one hundred and eighty days from the end of each exercise.
Article 17 – ISFR dissolution and extinction
In the case of ISFR’s dissolution or extinction for whatever reason, the General Assembly shall appoint one or more liquidators and shall decide in regard to estate devolution in favour of specific categories of institution: Universities and Charities.
Article 18 – Regulation
A possible Regulation shall contain measures for the implementation of this Statute.
Article 19 – Final provisions
For what is not expressly provided for under this Statute, must be considered the provisions set out in the Civil Code, in D.P.R. 10 February 2000 n° 361, in Article 148 of TUIR 917/86, and in laws specific for this subject.