CONSTITUTION
INSTITUTE FOR LIQUID ATOMIZATION AND SPRAY SYSTEMS EUROPE
Art. 1 Constitution
The Association is named “Institute for Liquid Atomization and Spray Systems Europe“ (from now on named “ILASS-Europe”), and it will be affiliated to the International Institutes for Liquid Atomization and Spray Systems (from now on named “ILASS-International”).
Art. 2 Seat of the Association
The legal seat of the association is in Italy, at the postal address indicated by the ILASS Europe President. The President may indicate an alternative address to be used for the official communication to the Association.
Art. 3 Objectives of the Association
The Association is neither active in politics nor profit-making, as it pursues only the following aims:
- To promote the science and application of the liquid atomization and spray systems;
- To sponsor annual scientific meetings, to promote and prepare technical works, and to promote membership in ILASS-Europe among interested and qualified persons resident in the geographical area of Europe. The geographical designation Europe is deemed to include also eastern European countries including countries which were formerly part of the USSR and any countries extending into the Middle East and Africa in which sufficient membership interest is expressed;
- To foster scientific and technological exchange among member countries.
The Association activities are exclusively the above-mentioned ones with the exception of activities that are either directly connected to them or are necessary to their completion or can be regarded as an integration.
Art. 4 Assets and Incomings of the Association
The Association’s assets are constituted by movable and immovable properties, which arrive at the Association for any reason, including grant or contributions or donations, by public or private corporations and individuals, previous years budget surplus and incomings both by its estate and from its activities.
The Association assets are exclusively used for the accomplishment of its objectives as indicated in previous Art. 3.
If and when ILASS-Europe will be terminated and/or dissolved, all assets will be distributed to another association, with similar purposes and nature, or to a charitable fund, to be determined by a resolution of the Committee, after a positive advise of the “Registro unico nazionale del Terzo settore” of the Italian Ministry of Labor and Social Policy, according to the art. 9 of the Italian law 117/2017, if not otherwise provided by the Italian legislation.
Art. 5 Founders and Members of the Association and Registration
To the Association belong:
- The members;
- The founder members;
- The supporting members;
- The beneficiaries;
- The honorary committee members
The members are those who are enrolled in the Association.
The founder members are those who participated to the constitution of the Association itself.
The supporting members are those who pay out to the cash endowment fund a relevant amount of money.
The beneficiaries are those to whom are allocated the services that the Association is willing to pursue.
The honorary committee members are high profile scientists and previous members which have contributed to the ILASS association in a very important way.
Anyone interested in the Liquid Atomization and Spray Systems resident in the geographical extended area of Europe (as described before in Art. 3) can apply for enrolment.
Those who want to become members of the Association have to submit, either to the President or to one of the members of the committee, an application for enrolment stating their willing to share the purposes of the Association and to observe the Constitution and the Rules.
Individuals become members of ILASS Europe with registration to a ILASS Europe conference (or ICLASS when taking place in Europe) by signing the application for enrolment.
The acceptance of the applications for enrolment will be decided by at least two officers.
The membership duration is fixed to one year. The Committee may deliberate to extend it when the ILASS conference does not take place or when the ICLASS conference is held outside Europe.
The membership is entitled to vote in the assembly for the approval and the modifications of the Constitution and rules and for the appointment of the directive bodies of the Association.
Anyone adherent to the Association has to communicate his/her will to withdraw from the membership to the President; the withdrawal starts from the beginning of the first month after its communication to the President. The membership automatically terminates without the payment of the annual fee.
Art. 6 The Exclusion from the Association
The President can propose to the ILASS Board of the Association to exclude those members who don’t fill the purposes of the Association itself.
When the reasons for the exclusion will cease, the member can be readmitted following the same procedure described in Art. 5.
Art. 7 The membership fee
The enrolment in the association is effective after the payment of the annual enrolment fee and the acceptance of the application as stated in Art. 5. Nominally, the membership starts the first day of the Annual meeting (or of the ICLASS meetings when they take place in Europe) and ends the day before the next annual ILASS meeting.
The enrolment fee is determined by the Committee upon proposal of the President and with the agreement of the treasurer. Its payment entitles the member to be eligible to vote and/or to represent ILASS-Europe as a Committee member or Officer.
The participants to the conference that apply for enrolment to the association are granted a discounted conference registration fee. The amount of the discount normally is, unless differently decided by the Committee, of the same amount of the membership fee.
The ILASS Association may accept from the annual ILASS meeting organizer a donation to the association in reason of the number of paying registered participant.
It is possible for a member to devolve any amount of money as a voluntary contribution in any moment of the year.
The membership fee is non-transferable with the exception of transfers because of death, and it is non-revaluable.
Art. 8 Assembly and Annual General Meeting
The Assembly is formed by all the members enrolled in the Association within the meeting date.
The Annual General Meeting (AGM) of all the Association members is called once a year in conjunction with the annual ILASS or ICLASS conferences.
Additional Extraordinary meetings may be called by the President, or when it is required by at least 25% of the members.
The time and location of the AGM meetings shall be established by the President of the Committee.
Quorum: Ten (10) members shall constitute a quorum, whatever the agenda of the meeting is. A not previously called Assembly is valid if all the members of the association are present.
Motions are passed by a simple majority of the present members.
An explicit justification of the decision of the Assembly is not required.
AGM taking place in conjunction with ILASS and ICLASS meetings will be announced to the members either in the meetings program or by delivery of a written notice or e-mail, to be sent at least three (3) weeks prior to the day the meeting is to be held.
In case of extraordinary Assembly Meetings, the announcement will be sent to the members by delivery of a written notice or e-mail, to be sent at least three (3) weeks prior to the day the meeting is to be held.
The assembly can take place either in person or by using an electronic meeting platform, provided that all participants can be identified and a trustworthy voting system is used.
The business to be transacted at the AGM will include, but is not restricted to:
- Carry out any elections as specified in Article 9;
- To receive, and, if approved, adopt statements for the previous financial year as prepared by the Treasurer;
- To deal with any matters raised by any member at the meeting or in writing before the meeting;
- To deal with additional matters which the Committee desires to bring before the members for their consideration concerning the achievement of the Association objectives and the general organization of the Association.
Art. 9 Officers and Committee
Section 1: Officers.
The officers of ILASS-Europe shall be a President, a Vice-President, a Treasurer and a Secretary. Tenure for the President and Vice-President is three (3) years and for the Treasurer and Secretary six (6) years. The maximum number of consecutive mandates for Officers is two terms.
A nominal business year is defined as the period between two Annual General Meetings.
The officers constitute the ILASS executive board and are the only ultimate beneficiaries of all the Association assets. Executive board members hold the power of representativity of the Association according to the prescriptions of the following sections.
Section 2: Committee
The Committee of ILASS-Europe comprises all the officers, up to ten (10) members-at-large, the current European editor of the associated scientific Journal of ILASS, the newsletters editor and the webpage editor. These voting members are elected from the overall membership.
The current organizer of the Annual Scientific Meeting and the Honorary members of the Committee are invited to the annual AGM without ability to vote.
Tenure of all the elected Committee members is three (3) years. The maximum number of consecutive mandates for Committee Members is two (2) terms.
Nominations of members for the Committee should also consider the geographic distribution of the Committee membership. Within the Committee, eight (8) members shall constitute a quorum. Motions are passed by a simple majority.
Section 3: Nomination and Elections
Nominations for Officers and elective Committee members can be made either prior (by mail to the Secretary) or at the AGM. Nominations must be seconded by an ILASS-Europe member. A nominee consent to serve must be made available to the Board before the election. Nominees receiving the greatest number of votes from the members of ILASS-Europe will be elected. Honorary members are proposed by the Committee and elected by the AGM.
Section 4: Duties of the Committee Members
The Committee shall meet at least annually when the AGM also takes place. The Committee may meet more frequently as necessary in the form of special meetings (online or in person). An extraordinary Committee meeting must be requested by at least 6 Committee members.
The duties of the Committee are the following ones:
- Make arrangements for the holding of the AGM, the next ILASS Conference, and, when appropriate, the ICLASS in collaboration with ILASS-International;
- Decide the annual dues payable by members, preferably to be fixed in Euro;
- Disburse such funds as shall from time to time be available to enable members to attend meetings of ILASS;
- Each Committee member shall endeavor to present and represent views of members from his or her geographical area;
- Solicit venues for the ILASS Conference;
- Set up such Sub-Committees as it may from time to time be deemed desirable;
- Deal with all matters concerning the management of the institute and not expressly provided for in the Bye-Laws and Constitution;
- Each Committee member shall offer his or her services to the Treasurer for more expedient and efficient collection of annual dues from the members in his or her geographical area;
- Elect a Newsletter and Web-page Editor and provide assistance to them in the preparation of a regular Newsletter and Web-pages including soliciting and providing material for both the Newsletter and the Web-pages and the provision of a mailing list of recipients;
- Select and propose to the publisher, among the ILASS Europe members, the European Editor of the associated journal of ILASS.
Section 5: The President
The President has the power-of-attorney before the third parties and also in trials.
The President shall preside over all meetings of the members and of the Committee. He/She shall have general supervision and direction of the other officers of ILASS-Europe and shall see that their duties are performed properly. He/She shall submit a report of the operations of ILASS-Europe to its members at the AGM. The President shall perform all ordinary and extraordinary administration acts; he can, in conjunction with the Treasurer, pay out, withdraw, keep bank current account and take care of any other financial duty with other institutions.
He/She will be responsible for sensible data handling according to the European and Italian legislation. The president can delegate this responsibility to another officer.
Section 6: Vice-President
The Vice-President shall act as President in the event of absence of the President. Vice-President will be on charge till the end of the President appointment, and he/she can be re-elected.
Section 7: Treasurer
The Treasurer shall have custody of the funds and assets of ILASS-Europe. He/She shall keep full and accurate accounts of receipts and disbursement and shall render to the Committee, at their annual meeting, an account of all transactions and of the financial condition of ILASS-Europe.
The Treasurer shall have the duty of soliciting the annual fee of members. He/She shall require the cooperation of the Committee members for this purpose, as appropriate.
The Treasurer shall assume the duties of the President in the event of absence of the President and Vice-President.
Section 8: Secretary
Section 9: Board of Auditors
If constituted, the board of auditors will be composed of three effective members and two substitutes and shall meet every three months. Its duties will be to verify the financial activities of the Association and supervise the administration. The members of the board of auditors will be elected by the AGM and will report about its activity during the AGM. The tenure of the members of the Board of auditors is three years.
Art. 10 Annual Budget and Profits
The financial year ends on the 31st of December of each year.
The treasurer will prepare the annual budget and will make it available to those interested to look over at it, at the Association seat in the 15 days preceding the AGM that should vote its approval.
Possible incomes as well as any fund or asset coming from the Association activity cannot be distributed among the members as far as the Association will exist unless the laws will provide differently.
Art. 11 Termination of the Association
The anticipated termination of the Association has to be approved at an AGM by at least 75% of the members.
If the Association will be terminated, all assets will be distributed according to the Art. 4 of this constitution.
Art. 12 Validity of this Constitution
The present constitution will come into force at the date of its approval.
For any aspect not here specified, provisions of the Italian law 3/7/2017 n.117 and following modifications will apply.
Napoli, September 7th 2023
The Treasurer
Lucio Araneo
The President
Udo Fritsching