By-Laws

Article 1 – Names

(1) The European Academy of Bolzano, in German ‘Europäische Akademie Bozen’, in Italian ‘Accademia Europea di Bolzano’, in Ladin ‘Academia Europeica Bulsan’, is an association recognised under Art. 14 et seq. of the Italian Civil Code. The short form is ‘Eurac Research’.

Article 2 – Head office

(1) Eurac Research’s head office is in Bolzano. Branch offices may be established within the Province of Bolzano by resolution of the General Assembly.

Article 3 – Objectives

(1) Eurac Research’s objectives are to perform applied, interdisciplinary and basic research and to provide scientific consultancy and training as well as health and care services.

(2) Eurac Research works independently and free from any external influence according to the principles of good scientific practice for the benefit of South Tyrol, taking into account the transregional and international context.

(3) Its activities are non-profit.

(4) Eurac Research’s main areas of activity are: • Mountains • Health • Technologies • Languages, Minorities, Autonomies.

Within the framework set out in paragraph 1, Eurac Research may work also in other areas.

Further activities include, in particular:

• participating in research programmes, elaborating projects and providing services to its members, supporting the creation of spin-offs;
• providing training and fostering the professional development of young researchers;
• participating in international organisations;
• providing services for the prevention, diagnosis and treatment of alterations to human health.

(5) To achieve its objectives, Eurac Research may also join other organisations, particularly universities and colleges. Eurac Research may establish subsidiaries or other forms of associations and/or companies; if the relevant conditions are met, the latter may apply for official recognition as, by way of example, specialist or multidisciplinary outpatient clinics – with or without an agreement with the public healthcare system – or as Scientific Institutes for Research, Hospitalisation and Healthcare (IRCCS).

Article 4 – Language Groups

(1) For the purposes set forth in Article 3, during its activities Eurac Research shall take into consideration the specific needs of the different language groups in South Tyrol and foster their positive coexistence.

(2) Eurac Research aims to achieve an adequate representation of the three language groups within its bodies and staff.

Article 5 – Members

(1) Members are natural and juridical persons as well as private and public organisations who join Eurac Research according to the provisions set forth in the present Bylaws.

(2) New members shall be admitted by the Board of Directors. A two-third majority of Board members is required.

(3) The Board of Directors may, with the same majority outlined in the preceding paragraph, appoint bodies and cultural institutions that contribute funds to the development of Eurac Research as sponsors.

(4) The membership as well as the admission fee and yearly membership fees are not transferable. A revaluation is excluded.

(5) A time-limited membership in Eurac Research is excluded.

Article 6 – Withdrawal and exclusion of members

(1) Membership can be terminated: a) in case of voluntary withdrawal which is communicated to Eurac Research by registered mail at least three months in advance; b) through exclusion. With the majority mentioned in Article 5, the Board of Directors may decide on the exclusion of members who fail to comply with their obligations towards Eurac Research, are in default with payments of the membership fee or whose behaviour is detrimental to the reputation of Eurac Research.

Article 7 – Assets and membership fees

(1) The assets of Eurac Research include movable and immovable property.

(2) Assets include, in particular, the admission and membership fees paid by the members, the grants related to assets received from public bodies, the endowments and donations to Eurac Research and the reserves resulting from business surplus.

(3) Every year, within the month of April, the members shall pay their membership fee. The amount of the admission and membership fees is established by the General Assembly following a proposal from the Board of Directors. Membership fees may be scaled.

(4) In the event of a membership termination, for whatever reason, the member is obliged to pay the entire membership fee for the fiscal year during which the termination occurred.

(5) Eurac Research may receive financial contributions from public bodies as well as endowments and donations, provided that its scientific independence is not affected.

(6) Eurac Research shall use all available financial means, including business surplus, to reach the objectives set forth in Article 3.

(7) During the period of its existence, Eurac Research may not distribute its assets, business surplus, funds or reserves, neither directly nor indirectly, unless the destination or distribution is prescribed by the law.

Article 8 – Bodies

(1) The bodies of Eurac Research are: a) General Assembly b) Board of Directors c) President d) Director e) Supervisory Board

Article 9 – Convening of the General Assembly

(1) The General Assembly meets during the annual general meeting or during extraordinary general meetings. Sponsors, Heads of institutes and members of the Scientific Advisory Councils may take part in meetings in an advisory capacity.

(2) The General Assembly shall be convened by the Chair of the Board of Directors at least once a year, no later than six months after the end of the fiscal year. Further meetings are convened by the Chair or by another member of the Board upon written request – and indication of an agenda – of one of the following: a) Board of Directors b) Supervisory Board (on matters within their competence) c) at least a tenth of Eurac Research members.

(3) The General Assembly shall be convened through a written notice at least 15 days in advance. The notice shall contain the agenda, date and place of the meeting.

(4) For justified and practical reasons, the meeting may be held also outside the headquarters of Eurac Research in another location in South Tyrol.

Article 10 – Duties of the General Assembly

(1) During the annual general meeting the General Assembly: a) appoints the members of the Board of Directors, the Chair and Vice Chair and establishes their appropriate remuneration; b) appoints the members of the Supervisory Board, their deputies and Chair and establishes their appropriate remuneration; c) approves the annual balance sheet with the related reports, including the forecast and planning report; d) treats all items on the agenda presented by the Board of Directors or the Supervisory Board.

(2) During extraordinary general meetings the General Assembly is competent for: a) changes to the Bylaws; b) termination of the association and use of the assets according to Article 21(1) of the present Bylaws.

Article 11 – Right to participate in meetings and resolutions of the General Assembly

(1) Each member is entitled to one vote. Members who have regularly paid their admission and membership fees are entitled to participate in the General Assembly.

(2) The resolutions of the General Assembly are valid if at least half of the members are present. At the second call to meeting, resolutions are valid if at least a third of the members are present.

(3) At the annual general meetings the general Assembly decides with a simple majority, at extraordinary general meetings with a qualified two-third majority of the members attending the meeting. To terminate the association, a majority of three quarters of its members is required.

(4) Each member with the right to participate in the General Assembly meetings may be represented by a proxy appointed in writing, excluding members of the Board of Directors, the Supervisory Board and Eurac Research employees as well as other subjects listed in Art. 2372(4) of the Italian Civil Code. Juridical persons participate through their legal representative or attorney-in-fact, unless a proxy has been appointed according to the provisions of the previous paragraph. The same person may not represent more than two members of the General Assembly, this means that one person may not cast more than three votes, including their own.

(5) During resolutions concerning the annual balance sheet and their responsibilities the members of the Board of Directors may not vote.

Article 12 – Meeting procedure

(1) The Chair of the Board of Directors chairs the meeting. In case of the absence or unavailability of the Chair, the meeting is chaired by the Vice Chair or, if the Vice Chair is absent, by the oldest member attending the meeting.

(2) The General Assembly appoints a Secretary, who need not be a member.

(3) Minutes of each meeting shall be produced and signed by the Chair and Secretary within one month of the meeting. Every member has the right to read these minutes at the headquarters of Eurac Research.

Article 13 – Board of Directors

(1) The Board of Directors consists of a minimum of five and a maximum of nine members. It is elected by the General Assembly for a four-year term, which ends when the balance sheet for the fourth financial year of their term is approved.

(2) The Director of Eurac Research and the representative of the Heads of institutes participate in the meetings without the right to vote.

(3) The Board of Directors is the governing body of Eurac Research. It is responsible for ordinary and extraordinary management. It sets the guidelines for the scientific activity and the management of Eurac Research, passes the necessary resolutions and, in particular, approves the annual and multi-annual work plans as well as the budget.

(4) The Board of Directors shall meet at the headquarters of Eurac Research or elsewhere in South Tyrol whenever the Chair deems it necessary or when requested in writing by a majority of members of the Board of Directors or the Supervisory Board.

(5) The Board of Directors shall be convened by the Chair or by another member of the Board via e-mail or fax, normally at least five days before the meeting, indicating the agenda, the venue, the date and the time of the meeting. New items on the agenda, proposed orally at the beginning of the meeting, may be added, provided that all participants approve it.

(6) The Board of Directors decides by a majority of those present.

(7) In duly substantiated cases of urgency and subject to an approval term of at least two days, decisions may be taken by a written consultation procedure.

(8) If one or more members leave office due to withdrawal or other causes, the other members take care of finding a replacement (co-optation), provided that the members who left office do not represent half or more than half of the Board (including the co-opted members). The co-opted Board members remain in office until the next General Assembly. However, if half or more than half of the Board members leave office for whatever reason, the entire Board ceases to hold office. In such circumstances the General Assembly shall be convened immediately to elect a new Board of Directors.

(9) The Board of Directors delegates ordinary management to the Director of Eurac Research, including the relevant rights of representation and signing.

(10) The Board of Directors may appoint Vice Directors following a proposal by the Director of Eurac Research. The Vice Directors shall remain in office until they are revoked, resign or leave.

Article 14 – President and Vice President

(1) The President is the legal representative of Eurac Research and is elected by the General Assembly.

(2) The General Assembly also elects the Vice President. The Vice President shall assume the duties and obligations of the President in the event that the latter is temporarily absent or unavailable. In the event of permanent unavailability, a new President shall be elected.

(3) The President sets the guidelines for the scientific activity.

(4) The President may take urgent decisions or proceed with business that may not be postponed in place of the Board of Directors or other bodies. However, since decisions need to be ratified, the President shall inform the Board of Directors or the other bodies during the following meeting.

Article 15 – Director

(1) The Board of Directors shall appoint a Director and establish the applicable remuneration and payment methods.

(2) The Director has the overall responsibility for the professional management of Eurac Research and implements the guidelines for its scientific activity and its management. The Board of Directors delegates ordinary management of Eurac Research to the Director except when the law, the present Bylaws or the internal regulations explicitly confer competences to other bodies.

(3) The Director of Eurac Research is directly accountable to the Board of Directors.

(4) In agreement with the Board of Directors, the Director of Eurac Research may delegate executive powers in specific domains.

(5) In the event no Director is appointed or in case of absence, the functions of the Director shall be performed by a Vice Director.

Article 16 – Research Institutes

(1) For the areas of activity listed in Article 3(4) of the present Bylaws, Eurac Research establishes research institutes.

(2) The scientific and technical management of these research institutes is the responsibility of the Head of each institute, whose specific duties are set forth in the internal regulations.

(3) The Heads of institutes may appoint a representative who can participate in the meetings of the Board of Directors without the right to vote.

Article 17 – Scientific Advisory Councils

(1) Each research institute has a Scientific Advisory Council, whose members are elected by the Board of Directors for a four-year term.

(2) Only highly qualified researchers and professionals, whose specific characteristics respond to the needs and objectives of Eurac Research, may be eligible to become members of the Scientific Advisory Councils. As a rule, members can be reconfirmed twice.

(3) The Scientific Advisory Councils elect their representative from among their members.

(4) The Scientific Advisory Councils have the following duties:

• elaborate guidelines for the scientific activities of Eurac Research;
• propose and evaluate research programmes and projects;
• act as advisors for the Board of Directors, the President and the Director.

(5) The members of the Scientific Advisory Councils are entitled to a reimbursement of expenses incurred in the performance of their duties. The Board of Directors may decide to remunerate the members of the Scientific Advisory Councils for their work.

Article 18 – Supervisory Board

(1) The General Assembly appoints a Supervisory Board, which can consist of either a Board of Auditors with three full members and two deputy members or a Statutory Auditor. The members of the Supervisory Board may not be members of Eurac Research.

(2) The Supervisory Board is appointed for four years; the term ends when the annual balance sheet of their fourth fiscal year is approved.

(3) If appointed, the Board of Auditors exercises the duties set forth in Art. 2403 of the Italian Civil Code, including statutory audits. The Chair must be a registered statutory auditor.

(4) The Board of Auditors participates in the meetings of the Board of Directors.

(5) If a Statutory Auditor is appointed, they must be a registered auditor. The activity of the Statutory Auditor is limited to statutory audits.

Article 19 – Fiscal year

(1) The fiscal year begins on 1 January and ends on 31 December of every year.

Article 20 – Annual balance sheet

(1) The Board of Directors prepares and approves the budget and prepares the annual balance sheet, which consists of the balance sheet, the income statement and notes to financial statements. In addition, a report by the Board of Directors on the situation of Eurac Research and on the overall management and activities in the various domains must be appended.

(2) The Board of Directors shall send the annual balance sheet and report to the Supervisory Board at least 30 days before the date of the meeting in which it will be discussed by the General Assembly.

(3) The Supervisory Board prepares a report on the annual balance sheet and shares it no later than 15 days before the meeting of the General Assembly.

(4) A copy of the annual balance sheet shall be deposited at the headquarters of Eurac Research, together with the reports by the Board of Directors and Supervisory Board, for the 15 days that precede the meeting of the General Assembly. The members may read the documents at the headquarters of Eurac Research.

Article 21 – Termination of association

(1) In the event Eurac Research is terminated, its assets shall be transferred to another association with similar objectives, unless the law provides for another procedure.

(2) The resolution of termination by the General Assembly shall define the procedure for liquidation and appoint one or more liquidators, whose powers must be determined.

Article 22 – Court of Arbitration

(1) All controversies between Eurac Research and its members, the members of the Board of Directors and Supervisory Board and the liquidators concerning the implementation and interpretation of the present Bylaws shall be referred for resolution to the Court of Arbitration of the Bolzano Chamber of Commerce in accordance with their Rules of Arbitration, more precisely to the irrevocable judgement of an arbitral tribunal consisting of three arbitrators. The arbitrators shall decide fairly according to the procedures set forth in the Rules of Arbitration.

(2) The arbitrators shall be appointed according to the procedures set forth in the Rules of Arbitration of the Bolzano Chamber of Commerce.

Article 23 – Notices

(1) Unless otherwise provided, all notices to be made under these Bylaws shall be sent by letter to the address of the receiver, which may be their permanent address or seat or other specific address.

(2) All notices that may be send by e-mail or fax shall be sent to the e-mail address or fax number of the receiver.

(3) All notices without proof of receipt by their addressee shall be considered duly transmitted only if the receiver confirms their receipt.

Article 24 – Final Provisions

(1) In the absence of specific provisions in the present Bylaws, the relevant laws are applicable, in particular Art. 14 et seq. of the Italian Civil Code.

(2) The German version shall prevail for the interpretation of these Bylaws.

(3) Any reference to male persons in the present Bylaws shall equally refer to female persons.