CONSTITUTION
INSTITUTE FOR LIQUID ATOMISATION AND SPRAY SYSTEMS
EUROPE ONLUS
Art. 1 Title of the Association
The Association is named “Institute for Liquid Atomisation and Spray Systems – Europe ONLUS“, (abbreviated as ILASS-Europe Onlus) and it is affiliated to the International Institutes for Liquid Atomisation and Spray Systems, abbreviated as ILASS- International.
Art. 2 Domicile of the Association
The seat of the Association is in Naples (ITALY), in Piazzale Tecchio n.80/c
Art. 3 Objectives of the Association
The Association will be a non-political, not for profit organization with the following aims:
1. to promote the science and application of the liquid atomisation and spray systems;
2. to sponsor annual scientific meetings, to encourage, promote and disseminate technical contributions. To also promote membership of ILASS-Europe Onlus among interested active and qualified persons resident within the geographical area of Europe. This geographical designation is deemed also to include eastern European countries including those that were formerly part of the USSR and any countries extending into the Middle East where sufficient membership interest is prevalent;
3. to foster scientific and technological exchange among member countries.
The Association activities will be exclusively aligned to the objectives described above except for such additional activities that are either directly connected or necessary for their accomplishment or can be regarded as an integration.
Art 4 Duration of the Association
The duration of the Association is until December 31, 2020.
Art. 5 Assets and Incomings of the Association
The Association’s Assets are comprise movable and immovable properties, These assets are built up either through grants and contributions by public or private corporations, or from surplus generated by the Association through its own activities.
For the accomplishment of its targets, the Association can undertake to utilise the following funds either in part or in whole:
grant income from the Association members
income from its Estate
income from its activities
If and when ILASS-Europe is to be terminated and/or dissolved, all accumulated assets will be distributed to another association, with similar purposes and nature, or to a charitable society. The details will be determined by a resolution of the Committee, subject to approval by the Association members and consistent with the Italian Laws (after seeking advise of the controlling authority established by the art. 3, comma 190 of the Italian law n. 662 of the 2 December 1996), if not otherwise provided by the law.
Art.6 Founders and Members of the Association and Registration
The members of the Association are as follows:
Founder members
Members
Sustainer members
Beneficiary members
Honorary members
Founder members are those participants that were involved in the act of costituting the Association.
Members are those who are enrolled in the Association.
Beneficiary members are those who derive some special benefit from the activities and services of the Association.
Sustainer members are those who contribute to the cash endowment fund for growth and maintenance of the Association.
Honorary membership is conferred by the Association Committee on an individual in recognition of distinguished and sustained scientific, technological or organizational contributions to the Association and its activities.
Those interested in becoming members of the Association are required to apply their commitment to share the purposes of the Association and to observe its Constitution and Rules.
This application can be submitted by filling the on-line electronic enrollment form. Alternatively, it could also be applied for by sending the membership enrolment form to the Chairman or to one of the members of the Committee.
The applications for enrolment will be decided by two members of the Committee.
The membership duration is on an unlimited duration,
Members of age greater than 18 year can
vote in the assembly for approval and or modification(s) of the Constitution and rules and
be eligible to vote and/or to represent ILASS-Europe as a Committee member or Officier
receive the ILASS Europe-Newsletter
obtain reduced registration ratesat conferences and workshops organized by affiliated organizations( eg. ILASS-Americas, ILASS-Asia, ICLASS), Committee and, where applicable reduced personal subscription rate to the journal Atomisation and Sprays, the official Journal of the ILASS-International organization.
Anyone, resident in the geographical area of Europe and having an interest in Liquid Atomization and Spray Systems can apply to join the Association.. The registration will be effective after the payment of an annual enrolment fee.
A member can withdraw from the. Association membership by notifying the Chairman. The withdrawal becoming effective immediately upon notification.
Art. 7 The Exclusion from the Association
If the annual subscription remains in arrears beyond the permitted period, the membership rights may be withdrawn The Committee/Chairman may also exclude these individuals who do not agree with and support the vision and purposes of the Association.
When the reasons for the exclusion cease the. defaulter may be readmitted, to membership. member can be readmitted upon request.
Art. 8 The membership fee
The enrolment fee, prescribed by the Committee, including the initial joining fee, becomes due as a single payment when registration occurs, to the Secretary or Treasurer of the Association or to a bank current account nominated by the Board or by the Board member responsible for that geographical area. Currencies alternative to Euro, may be accepted by the Treasurer. All cheques, account transfer and drafts for the payment of money must be countersigned by the Treasurer, and in his absence, by the Chairman or by the Vice-Chairman.
The level of enrolment and membership fees for a specific calendar and the mode of payment will be determined by the Committee.
The Annual General Meeting (AGM), which all members are eligible to attend, is to be called at least once a year, by the 30th of June. This Meeting will be held preferably in conjunction with the Annual Scientific Meeting (ASM), as announced in the printed program of the meeting. The time and location of this meeting shall be established by the Chairman of the Committee. Members will be given notice of the Assembly meeting by the regular channels or by e-mail, to be sent at least twenty (20) days prior to the day the meeting is to be held. The business to be transacted at the AGM will include, but is not restricted to:
1. carry out any elections as specified in Article 11;
2. approve financial statements for the previous year prepared by the Treasurer;
3. to deal with matters, raised by any member at the meeting or by way of written communication before the meeting;
4. to deal with additional matters, included in the call, concerning the achievement of the Association objectives and the general organization of the Association.
A not previously called Assembly is valid if all the members of association are present.
Extraordinary Assembly meeting(s) may be called by the Chairman, or when requested by at least 25% of the members.
The Assembly is valid regardless of the number of members present at the Assembly, provided that the Chairman, the Secretary and the Treasurer be present also as delegate.
Motions are passed by a simple majority of the members present except for the approval of amendments related to the Constitution. For Constitutional amendments the Assembly is valid when at least 30% of the members are present and motions are passed by a simple majority.
Art.9 Members advances
Any advances, possibly granted by members, shall not produce any credit interest.
These financings, which have to be reimbursed, will be paid by the members according to the present and future Italian laws.
Art.10 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), to which all members are eligible to attend, is called at least once in a year, by the 30th of June. This Meeting will be held preferably in conjunction with the Annual Scientific Meeting (ASM), and announced in the printed program of the meeting. The time and location of this meeting shall be established by the Chairman of the Committee. Members will be given notice of the any Assembly meeting by regular delivery or e-mail, to be sent at least twenty (20) days prior to the day the meeting is to be held. The business to be transacted at the AGM will include, but is not restricted to:
carry out any elections as specified in Article 11;
approve 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 form before the meeting;
to deal with additional matters, included in the call, concerning the achievement of the Association objectives and the general organization of the Association.
A not previously called Assemby is valid if all the members of association are present.
Additional Extraordinary meetings may be called by the Chairman, or when it is required by the 25% of the members.
The Assembly is valid whatever be the number of members present at the Assembly, provided that the Chairman, the Secretary and the Treasurer be present also as delegate.
Motions are passed by a simple majority of the present members with the exception of the statements approvals related to Constitution modification and to the topic in the art.14 of this Constitution. In these cases the Assembly is valid when 30% of the members or their delegates are present and motions are passed by simple majority.
Art. 11 Officers and Committee
Section 1: Officers
enure for the Chairman and Vice-Chairman will be two (2) years and for the Treasurer and Secretary four (4) years, with no restriction for re-election. A nominal year is defined as the period between consecutive Annual General Meetings.
Section 2: Committee
The governing body of ILASS-Europe shall be the Committee, comprising all the Officers, the current European editor of the Journal Atomisation and Sprays, the news letter editor, the web page editor, the current organiser of the Annual Scientific Meeting and up to ten (10) members-at-large, elected from the overall membership. Up to five (5) Honorary Committee members may be appointed without right of vote by the Committee. Tenure of all Committee members other than other the Treasurer and Secretary, is two (2) years. Nominations for members of the Committee should also consider the geographic distribution of the Committee membership. Within the Committee, six (6) members shall constitute a quorum. Motions are passed by a simple majority.
Section 3: Nomination and Elections
Nominations for Officers and Committee members can be made before AGM (to the Secretary) or at the AGM. Nominations must be seconded by an ILASS-Europe member. If the candidate member is not present at the election, a written consent to serve must be made available before the election. The nominees receiving the largest number of votes from the members of ILASS-Europe shall be elected.
Section 4: Duties of the Committee Members
The Committee shall meet annually in connection with the AGM. The Committee may meet more frequently as necessary in the form of special meetings. Special meetings shall be called by the Chairman notice with at least thirty days prior to the proposed meeting date. The duties of the Committee are as follows:
1. provide support arrangements for the efficient and smooth conduct of the AGM, the ASM, and, when appropriate the International Conference of Liquid Atomization and Spray Systems (ICLASS) in collaboration with ILASS-International;
2. decide the annual subscription payable by members, preferably to be fixed in Euro;
3. disburse such funds as shall from time to time be available, to enable members with worthy and justifiable needs to attend meetings of ILASS;
4. endeavour to collate and present views of members from or her geographical area;for consideration at the AGM and other appropriate meetings;
5. solicit venues for the ASM;
6. set up such Sub-Committees as may, from time to time, be deemed desirable ;
7. deal with all matters concerning the management of the Association including those that are not expressly provided for in the Bye-Laws and Constitution;
8. endeavour to offer services to the Treasurer for more expedient and efficient collection of subscription dues from members in his or her geographical area;
9. appoint 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.
10. Appoint Honorary members as appropriate.
11. Initiate action in respect of amendment(s) to the Constitution of the Assembly if deemed appropriate.
Section 5: the Chairman
The Chairman is the legal representative of the Association, for all dealings with third part and for the representation in court cases.
The Chairman shall preside over all meetings of the members and of the Committee. He/She shall provide general supervision and direction of the other officers of ILASS-Europe and shall ensure 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 Chairman shall perform all ordinary and extraordinary administration acts; he can, individually or jointly with the Treasurer, pay out, withdraw, keep bank current account and take care of any other financial transaction with other institutions.
Section 6: Vice-Chairman
The Vice-Chairman shall act as Chairman in the absence or impediment of the Chairman.
The presence only of the is evidence of absence or impediment of the Chairman.
In the event that the Chairman is unable to resume normal duties, the Vice-Chairman will take over the role until the end of Chairman’s term of office, and he/she can be re-elected.
Section 7: Treasurer
The treasurer shall have the duty of soliciting the annual subscription from members. He/She may require cooperation of the Committee members for this purpose, as appropriate. He/She shall keep a list of the names and addresses of members and provide them to the Committee members in subscription and other regional matters. The Treasurer shall have custody of the funds and assets of ILASS-Europe. He/She shall keep full, accurate and up to date accounts of all receipts and disbursements and shall render to the Committee, at their annual meeting, a yearly account of all transactions and of the financial status of ILASS-Europe. The Treasurer shall assume the duties of the Chairman in the event that the Chairman and Vice-Chairman are both absent. He/She will present economic and financial report to the Assembly within six months of the end of a given financial year.
Section 8: Secretary
The Secretary shall keep minutes of all Assembly and Committee and all other official meetings. He/She shall keep all records of ILASS-Europe with the exclusion of financial statements, which will be kept by the Treasurer. The Secretary shall attend to the preparation and serving of all notices of ILASS-Europe. When authorised by the Committee, He/She shall affix his/her signature to any instrument requiring the same on behalf of ILASS-Europe. The Secretary will also keep a register of past membership and implement initiatives to solicit new members, as instructed and assisted by the Committee.
Section 9: Board of Auditors
If constituted, the board of auditors will be composed of three effective members and two substitutes and shall meet as deemed appropriate (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 at the AGM. The tenure of the members of the Board of auditors will be three years.
Art. 12 Annual Budget and Profits
The financial year will end on the 31st of December of each year. Consequently, the first financial year of ILASS-Europe Onlus will end on December 31, 2003.
The treasurer will prepare the annual budget and will make it available, for those interested in examining it, at the Association seat 15 days preceding the AGM where it is due to be presented for discussion and approval.
Accrued profit as well as any other funds or asset belonging to the Association cannot be distributed among the members so long as the Association exists unless the governing laws and Constitution are amended specifically.
Art.13 Records
The ILASS-Europe books, accounts and records shall be open to inspection by members of the Committee at any time. The books, accounts and records shall be audited prior to the AGM by two members appointed by the Chairman.
Art. 14 Termination or Extension of the Association
The anticipated termination of the Association or the extension of its duration will be approved at an AGM to rules of Art. 10.
If the Association is to be terminated, all assets will be distributed according to Art 5 of this constitution.
Art. 15 Validity of this Constitution
The present constitution will come into force from the date it is approved.