STATUTE

 

Art. 1)

A cultural scientific non profit-making association is established under the name of "GALLIUM ARSENIDE APPLICATION SYMPOSIUM", or "GAAS" for short.

Art. 2) LOCATION

At present the Head Office of the Association is at the Dipartimento di Elettronica, Informatica e Sistemistica (DEIS) of the University of Bologna, Viale Risorgimento, 2, Bologna, Italy.

Art. 3) AIMS

1 - The Association is non profit-making and only intends to pursue the following objectives:

- the organisation of the GAAS, normally with an annual frequency in a country of the EU;

- the organisation and management of courses, seminars, conferences and scientific meetings;

- the creation, design, production, publication and circulation of informative and educational material both in Italy and abroad;

- the participation in the initiatives of the EU concerning further education and research;

- the awarding of scholarships and study prizes for carrying out programmes of research and technological development.

The Association will be able to acquire instrumentation, furniture and materials, that may and may not be subject to inventory, to carry out research and study, as well as set up premises suitable for this purpose.

2 - The Association has no commercial or, in any case, speculative or profit-making aim, and cannot carry out activities other than those indicated at point 1 of this article, except those directly connected to them or those accessory in nature to the statutory ones, inasmuch as they integrate them; it will occasionally be able to effect operations of an economic nature if these will serve to better reach the purpose of the Association.

Art. 4) ASSETS AND INCOME

1 - The assets of the Association consist of the property and real estate that are given to the Association under any form, from donations or contributions from public and private corporations or individuals, and from the net surplus advancing from operating costs.

2 - The initial Endowment Fund of the Association consists of the payments made by the Founder Members, and thus at present the sum of Lit. 2,000,000 (1,000 ECU), paid in cash by the Founder Members. The membership fee is established yearly by the Council.

Membership is free for Contributing Members.

3 - To carry out its activities the Association counts on the following income:

- the payments made by the original Founder Members, and those made by all the Members of the Association;

- the income deriving from its assets;

- the income deriving from the activities carried out;

- the contributions from corporations, institutions and firms.

4 - The Council establishes annually the minimum fee to be paid on joining the Association by those who intend to join the Association; if this does not come about, the fee of the previous year remains valid by unspoken agreement.

5 - Joining the Association does not entail obligation to finance it or further outlay with respect to the original payment and that of the annual subscription fee, if expected. However, the Members of the Association can make further payments in the form of voluntary contributions.

6 - The payments to the Endowment Fund can be of any amount, except for the minimum as determined above, if owed, and are in any case without security; in no case, and thus not even in the case of the dissolution of the Association nor in the case of death, extinction, withdrawal or exclusion from the Association, can it justify claiming back the sum paid to the Association as a payment to the Endowment Fund.

7 - The payment does not give rise to other rights to participation and, in particular, does not give rise to undivided shares of participation transferable to third parties, by neither singular nor universal succession.

Art. 5) MEMBERS

1 - The following belong to the Association:

- the Founder Members;

- the Ordinary Members;

- the Contributing Members;

- the Honorary Members;

- the Group Members.

2 - Membership of the Association is for an indefinite period and cannot be arranged for a temporary period.

3 - Membership of the Association gives the oldest Member the right to vote in the Assembly for the approval and alterations to the Statute and Regulations for the nomination of the executive bodies of the Association.

4 - The Founder Members are those who take part in creating the original Endowment Fund of the Association.

5 - The Ordinary Members of the Association are those who join the Association in the course of its existence.

6 - The Contributing Members are those who make voluntary payments to the Endowment Fund, that are considered to be particularly significant by the Council.

7 - The Honorary Members are those who have been awarded this title for merits of any kind on the basis of a decision by the Council.

8 - The Group Members are the university departments, the research and higher education institutes, and the firms that have joined the Association.

9 - Whoever intends to join the Association must make an explicit application to the Council, containing a declaration that they share the aims that the Association sets itself and a commitment to approve and observe its Statute and Regulations.

10 - The Council must see to the applications for admission within 60 (sixty) days from receiving them (to calculate this period the rules about holiday adjournment for judicial terms will be applied); in the case that acceptance (for which the countersignature of the lists of the names of the new members as they are presented will suffice) is not granted within the above period, it must be understood that the application has been turned down. In the case of explicit rejection, the Council is not under obligation to give the reasons for it.

11 - Whoever joins the Association can at any time notify his desire to withdraw from being one of the Association's participants; such withdrawal becomes effective at the beginning of the second month following that in which the Council receives the notification of his desire to withdraw.

12 - In the case of serious reasons, whoever participates in the Association can be excluded by a decision of the Council. Exclusion has effect from the thirtieth day following the notification of the measure of exclusion, which must contain the reasons for which exclusion was decided. In the case that the excluded member does not share the reasons for exclusion, he can have recourse to the Board of Arbitrators, as mentioned in this Statute; in that case, the effectiveness of the decision of exclusion is suspended until the Board announces its decision.

Art. 6) BODIES

The following are bodies of the Association:

- the General Assembly;

- the President of the Council;

- the Council;

- the Executive Committee (possible);

- the Secretary/Treasurer.

Art. 7) GENERAL ASSEMBLY

1 - The General Assembly consists of all the Members that have regularly paid their membership fees. The Group Members are represented by a delegate.

2 - The General Assembly meets at least once a year, within 30 June, to approve the final balance, that is, the economic and financial statement of accounts.

Moreover, it

- nominates the Council;

- sets broad outlines for the Association's activity;

- makes decisions on alterations to this Statute;

- approves the possible Regulations that control the Association's activity;

- makes decisions about the possible destination of profits or surplus advancing from operating costs, whatever they are called, and of funds, stocks or capital during the life of the Association, when this is allowed by the law and by this Statute;

- makes decisions about the dissolution and liquidation of the Association and the devolution of its assets.

3 - The General Assembly is called by the President whenever he deems it necessary, or when a request is made by at least a tenth of the members of the Association, or at least a fifth of the Councillors.

4 - The General Assembly must be called by means of a registered letter, telefax or E-mail sent 30 days before the sitting and a notice to be put up in the premises of the Head Office at least 30 days before the sitting, containing the agenda, the place (in the Head Office or elsewhere in Italy, or also abroad), the date of the first and second convocations, of which the second must be fixed at least 24 hours after the first.

If the above procedure is not followed, the General Assembly considers itself to be rightly constituted when all the Members with a right to vote, all the members of the Council and all the members of the Executive Committee, if nominated, are either present or represented.

5 - The General Assembly is rightly constituted at the first convocation when the majority of the entitled parties are present. At the second convocation the General Assembly is constituted whatever the number of parties are present.

For the decisions of the General Assembly to be valid, both at the first and second convocation, the relative majority of the parties present is necessary. However, for the dissolution and liquidation of the association, the General Assembly, both at the first and the second convocation, will make a valid decision with the votes in favour of 3/5 of the parties present. The Members that, for any reason, cannot attend the Assembly personally, have the option of asking only another Member to represent them, by means of a written authorisation. Every Member can represent an unlimited number of Members. The authorisations must be kept among the minutes of the Association.

Art. 8) COUNCIL

1 - The Association is administered by a Council made up, according to the wishes of the General Assembly, of a minimum of 3 (three) to a maximum of 25 (twenty-five) members, including the President, the Vice President and the Secretary/Treasurer.

The Council remains in office for unlimited period, except for resignation.

If the Council loses a member, it must proceed to substitution, by means of cooption, according to art. 2386 of the Civil Code.

The Council has the widest powers for the ordinary and extraordinary management of the Association, since everything that is not strictly reserved by this Statute to the General Assembly and the President comes under its responsibility.

The Council guides the activity of the Association to pursue the aims stated above.

Besides this, the Council

- prepares the final balance to be submitted to the General Assembly of the Members of the Association;

- decides when to call meetings of the General Assembly;

- makes decisions about the applications for admission to the Association.

2 - The Council elects the President, the Vice President and the Secretary/Treasurer from among its members; it can delegate, specifying it in the resolution, some of its functions to one of the Councillors or to an Executive Committee.

3 - The President calls meetings of the Council whenever there is an issue to be decided, or when at least two Councillors have made a request.

Meetings are called by means of a letter to be sent not less that 15 days before the sitting and, in urgent cases, by means of a telegram or telefax, so that the Councillors are informed at least a week before the meeting.

The meetings are valid when the majority of the Councillors in office, less those absent for justifiable reasons, take part.

The decisions are taken by a majority vote. In the case of an equal number of votes, the President has the deciding vote.

4 - The nomination of a Councillor does not entail any remuneration, except for reimbursement of the expenses recorded, sustained in carrying out duties in the function.

The Council can coopt experts as members, entrusting them with special duties.

Art. 9) PRESIDENT

1 - The President of the Association acts as the representative of the Association before third parties and in legal proceedings. After decision by the Council, the President can also attribute representation of the Association to parties outside the Council, if necessary, by means of a suitable power of attorney.

2 - The President of the Association is responsible, on the basis of the instructions given by the General Assembly and the Council, to which the President must in any case refer about the activity carried out, for the ordinary administration of the Association; in exceptional case of necessity and urgency the President can also carry out acts of extraordinary administration, but in that case he must call the Council at the same time for ratification of his work.

3 - The President calls and presides over the General Assembly, the Council and the Executive Committee, sees that the relevant decisions are taken and that the Association is well run from an administrative point of view, makes sure that the Statute and regulations are observed and promotes reform if it becomes necessary.

4 - The President sees to drawing up the final balance to be submitted to the Council for approval, accompanying it with a suitable report.

Art. 10) VICE PRESIDENT

The Vice President substitutes the President in all his functions whenever he is unable to carry them out.

The intervention of the Vice President alone is the proof to third parties of the President's incapacity.

Art. 11) EXECUTIVE COMMITTEE

1 - The Executive Committee, if nominated, consists of the President, the Vice President, the Secretary/Treasurer and possibly other Councillors, at the Council's discretion, should it decide to nominate it.

2 - The Executive Committee carries out the functions and the tasks that the Council entrusts it with.

3 - Calling the meetings of the Executive Committee and the validity of the respective decisions are governed by the same rules, where compatible, as those set down in this Statute for the meetings of the Council.

Art. 12) SECRETARY/TREASURER

1 - The Secretary/Treasurer carries out the task of writing the minutes of the meetings of the General Assembly, the Council and the Executive Committee and assists the President and the Council in carrying out the executive activities that become necessary or suitable for the administration of the Association.

2 - The Secretary sees that the minutes register of the General Assembly, the Council, the Executive Committee and the register of the Members of the Association are correctly kept; the Secretary can be renominated at each sitting of the Council and/or General Assembly.

The Treasurer is responsible for the management and the finances of the Association and keeps the accounts, effects the relative controls, checks the accounts registers and prepares, from an accounting point of view, the final balance, accompanying it with a suitable report.

Art. 13) REGISTERS OF THE ASSOCIATION

Besides the registers that must be kept according to the law, the Association keeps the minutes registers of the meetings and decisions of the General Assembly, the Council and the Executive Committee, if nominated, and the register of the Members of the Association.

Art. 14) FINAL BALANCE

1 - The financial year of the Association closes on 31 December every year.

2 - Without delay, and in any case no later than 30 June of every year, after closing each financial year, the Council is called to prepare the final balance including the economic and financial statement of accounts of the previous year to be submitted to the General Assembly for approval.

Art. 15 SURPLUS ADVANCING FROM OPERATING COSTS

1 - The Association must in no way assign, even in an indirect form, profits or surplus advancing from operating costs, whatever they are called, or funds, stocks or capital during the life of the Association, unless the destination or assignment are imposed by law or are effected in favour of other non profit-making organisations that by law, Statute or regulation form part of the same, common structure.

2 - The Association must always use the profits or the surplus advancing from operating costs to carry out the institutional activities and those directly connected with them.

Art. 16) DISSOLUTION

In the case of its dissolution, for any reason, the Association must devolve its assets to other non profit-making organisations or for purposes of public benefit, after hearing the control body as in article 3, paragraph 190, of the law 23 December, 1996, no. 662, except for other destination imposed by the law.

Art.17) ARBITRATION CLAUSE

Whatever controversy may arise depending on the execution or interpretation of this statute and that may form an object of arbitration will be submitted to the judgement of a out-of-court arbitrator that will judge according to criteria of equity and without formal procedure, giving rise to amicable arbitration. The arbitrator will be chosen by common agreement between the disputing parties; in lack of agreement the nomination of the arbitrator will be carried out by the President of the Bologna Law court.

Art. 18) ENFORCEABLE LAW

To regulate everything that is not included in this statute, reference must be made to the rules applying to associations, to be found in book I of the Civil Code and, subordinately, to the rules to be found in book V of the Civil Code of the Republic of Italy.

Art. 19) TRANSITORY REGULATION

The Founder Members at the time of establishment are the Presidents of the previous GAAS symposiums:

Prof. Franco Giannini, University of Rome, Tor Vergata, Italy

Prof. Carlo Naldi, Turin Polytechnic, Italy

Dr. Giuliano Gatti, ESA-ESTEC, Nordwijk, Holland

Prof. Christian Rumerlhard, CNAM, Paris, France

Prof. Vito Antonio Monaco, University of Bologna, Italy

Prof. Hans Ludwing , University of Darmstadt, Germany.

The Council, until the meeting of the General Assembly, is made up of the Founder Members and presided by Prof. Vito Antonio Monaco.

 

 

DEED OF INCORPORATION OF A CULTURAL SCIENTIFIC ASSOCIATION

By this private deed

-Dr. Giuliano Gatti, born in Milan, Italy, on 27/6/54, resident in Wassenaar (Holland), Baljuw Street 11, Italian citizen,

fiscal code 194477279 (Netherlands), GTTGLN 54H27F 205R (Italy)

- Prof. Franco Giannini, born in Galatina (Le), Italy, on 9.11.44, resident in Rome, in via Latina 407, Professor of the University of Rome, Tor Vergata, Italian citizen, fiscal code: GNNFNC44S09D862Y

-Prof. Hans Ludwig Hartnagel, born in Geldern (Germany), 9th January 34, resident in Ernsthofen, Germany, An der Ziegelhutte 1,

Professor of the University of Darmstadt, Germany, German citizen, fiscal code 00701422985.

-Prof. Vito Antonio Monaco, born, in Brindisi (Italy), on 26/9/32, resident in San Lazzaro di Savena (BO) Via Don Minzoni 140, Professor of the University of Bologna, Italian citizen, fiscal code: MNCVNT 32P26 B180F

-Prof. Carlo Naldi, born in Turin, Italy, on 23,10,39, resident in Villarbasse ( To) , via de Platani 6/11, Professor of the Turin Politechnic, Italian citizen, fiscal code NLDCRL39R23L219A

-Prof. Christian Rumelhard, born in Argenteuil (France),on 2.7.39, resident in Chatenay Malabry, via Rene' Louis La Pforgue,2, France, French citizen, fiscal code:970792102203

 

AGREE AND STIPULATE THE FOLLOWING

 

1) Among the gentlemen present a cultural scientific non profit-making Association is established under the name "GALLIUM ARSENIDE APPLICATION SYMPOSIUM", "GAAS" for short, with its temporary Head Office at present in Bologna, in viale Risorgimento no. 2, at the Dipartimento di Elettronica, Informatica e Sistemistica (or DEIS) of the Univeristy of Bologna.

2) The Association is non profit-making and pursues the following aims:

- the organisation of the GAAS normally with an annual frequency in a country of the E.U.;

- the organisation and management of courses, seminars, conferences and scientific meetings;

- the creation, design, production, publication and circulation of informative and educational material both in Italy and abroad;

- the participation in the initiatives of the UE. concerning further education and research;

- the granting of scholarships and study prizes for carrying out programmes of research and technological development.

The Association will be able to acquire instrumentation, furniture and materials that may or not be subject to inventory, to carry out research and study, as well as set up premises suitable for this purpose.

The Association has no commercial or, in any case, speculative or profit-making purpose, and cannot carry out activities other than those indicated above, except for those directly connected with them or those accessory to the statutory ones in nature, inasmuch as they integrate them; it will occasionally be able to effect operations of an economic kind if this will serve to better reach the aims of the association.

3) The Association will last for an indefinite period.

4) The Association is ruled by both the laws regulating associations and by the regulations present in this deed of corporation and in the Statute, made up of 19 (nineteen) articles, the text of which is attached under the letter "A" to this deed, to form an integral and substantial part of it, by the Founder Members present, after reading and undersigning it.

In every case, any kind of profit-making or commercial aim is excluded from the range of activities carried out by the Association.

5) The following are bodies of the Association:

- the General Assembly of the Members;

- the Council;

- the President of the Council;

- the Executive Committee (if nominated);

- the Secretary/Treasurer.

The Council is responsible for administration, while the President, or the Vice President substituting him, represents the Association.

6) The following people are nominated to make up the first Council which will remain in office until the meeting of the General Assembly, and in any case not after the first General Assembly.

President: Prof. Vito Antonio Monaco;

Councillors: Dr. Giuliano Gatti, Prof. Franco Giannini, Prof. Hans Hartnagel, Prof. Vito Antonio Monaco, Prof. Carlo Naldi, Prof. C. Rumelhard,

7) The initial assets of the Association consist of Lit. 2,000,000 (two million), (1,000 ECU), paid in cash by the Founder Members.

8) All the expenses and taxes connected with and depending on this deed are to be charged to the Association "GAAS".

This deed is read and approved in every part by the following people who undersign it:

 

Giuliano Gatti_________________________________________

Franco Giannini _______________________________________

Hans L. Hartnagel______________________________________

Vito A. Monaco________________________________________

Carlo Naldi____________________________________________

Christian Rumelard _____________________________________

 

2003 COPYRIGHT - GAAS