Statute

ART. 1 – OBJECT AND MAIN OFFICE

The National Interuniversity Consortium For Marine Sciences, known with the acronym of CoNISMa and non-profitmaking, has the purpose to promote and coordinate research and other scientific and applicable activities in the field of Marine Sciences among the associated Universities not only favouring the cooperation between Universities, other public and private research Bodies, local and territorial Authorities, Industries, but also their access and their possible participation in the creation and management of foreign or international laboratories that work in the field of Marine Sciences, according to the norms of the present Statute.
The Consortium has its Registered Office in Rome, 9, Piazzale Flaminio, and is under the control of the Ministry of University and of Scientific and Technological Research.
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With deliberation of the Administrative Board, with the presence and the positive vote of all its members, secondary and/or administrative offices with stable representation in Italy and offices of representation in Italy and/or abroad can be instituted.

ART. 2 – ASSOCIATED UNIVERSITIES

Are part of the Consortium:

Universities that have promoted it;
Any other Italian or foreign University that applies, after deliberation of the Executive Council of the Consortium that, in order to decide, will take into account the existing activities and the perspectives of the Consortium itself.
Each associated University is entitled to have a representative in the Executive Board.

ART. 3 – ACTIVITIES OF THE CONSORTIUM

In order to achieve its goals the Consortium:

proceeds to the personal constitution and management of Sections and Laboratories of advanced research and constitutes Research Units in Universities, University Institutes, public and private research Bodies, subsequently signing with them special conventional agreements;
promotes the development of Scientific collaboration between Universities and other public and private, national and international research Bodies, that work in the field of Marine Sciences;
provides the participating Universities with equipment, laboratories, centres, nautical research means and everything that may result useful for the activity of Doctorate and in the preparation of basic expert researchers;
promotes and encourages, also granting Scholarships, the preparation of experts at a basic level as well as in technological development and in the applications of Marine Sciences;
promotes, encourages and performs training activities, even continuous and permanent, and high level training in the field of Marine Sciences, without the aim of releasing academic titles;
begins the transfer of national and international results in the field of Marine Sciences, in order to apply these to the public and private sector;
promotes and supports national and international projects, also participating in projects of the European Union or of other International Bodies; it promotes moreover the acquisition, the management and the use of great national and international equipment, including nautical means;
carries out studies and research on commission for State Administrations, public and private Bodies, local and territorial Bodies, national and international Agencies and provides them with opinions and support related to the problems concerning the Marine Sciences sector.
In order to achieve its goals, the Consortium can stipulate conventions with Universities, the C.N.R., the ENEA, the Marine Hydrographic Institute, the National Institute of applied Oceanography and Geophysics-OGS, the National Agency for Environment (ANPA), the Regional Agencies for Environment (ARPA) and with other public and private Bodies, Consortium or Foundations, or national and international Societies that operate in sectors related to the Consortium’s activities.
The Consortium can moreover participate in proclamations of competition and other procedures announced by Public Administrations, Societies working in the public and private sphere for the accomplishment of works and services, in the interest of the Customer, individually as well as in association with other Public Bodies or Societies or other public or private subjects.
It can also take part in the study, the planning and the realization and management of scientific initiatives within projects and agreements of international cooperation.
For the attainment of its own finalities, the Consortium can assume participations in other Bodies, and, notably, in associations, consortium and societies having complementary object or at least correlated to the statutory purposes.

ART. 4 – PROPERTY

The Universities of which to the art. 1 of the present Statute contribute to the constitution of the Consortium with the amount, that is paid within 60 days by the signature of the Certificate of Incorporation, divided up as provided for in the Certificate of Incorporation itself.
The Property of the Consortium is constituted by the amounts paid by Universities at the moment of their adhesion, from personal properties and demesne acquired by the Consortium, also through donations or assignments effected by third as a liberality and from any other resource available for the Consortium according to the following art.5.
Any other University that, according to art.2 paragraph b), becomes part of the Consortium has to pay an amount to be decided from time to time by the Executive Council.
Amounts cannot be transmitted and revalued.

ART. 5 – FINANCING

For the achievement of its own purposes the Consortium uses:

the contributions allocated for the activities of the Consortium by the Ministry of University and of Scientific and Technological Research, by other government Administrations and by public or private Bodies, national or international;
the possible funds allocated by associated Universities and the funds of pertinence of associated Universities allocated by the Ministry of University and of Scientific and Technological Research with established procedures for conventions among Universities according the art.12 law 705 of 09/12/1985;
the contributions allocated, according to international agreements, by the Ministry of University and of Scientific and Technological Research, by other government Administrations, by public and private Bodies;
financing or contributions from various Bodies and/or subjects with which it collaborates in order to achieve its own consortium goal;
the compensations that are a consequence for services, works and provisions commissioned or submitted to the Consortium by Public and Private Subjects.
The Consortium prepares triennial plans that can be updated every year and are presented to the Ministry of University and of Scientific and Technological Research at least six months before the beginning of the three years of reference.
Such plans schedule the means to acquire from national and international programs and projects, and the financial resources destined by the State directly or through the Universities or other Bodies. The Consortium can also predispose plans of different duration.

ART. 6 – BODIES

The Bodies of the Consortium are:

the Executive Council;
the President;
the Vice-President;
the Administrative Board;
the Board of Auditors.
ART. 7 – THE EXECUTIVE COUNCIL

The government of the Consortium is assigned to the Executive Council that is appointed for a triennium with the decree of the Ministry of University and of Scientific and Technological Research and remains in charge, in conjunction with the other organisms that depend on it, until the publication of a new appointment by the Ministerial Decree and is composed by:

a representative of each associated University, chosen by the respective Boards of Directors among permanent teachers experienced and that work in the activities field of the Consortium;
a representative appointed by the Ministry of University and of Scientific and Technological Research;
a representative appointed by the Ministry of the Environment and the Preservation of the Territory;
a representative appointed by the Ministry for Agricultural and Forest Policies;
a representative appointed by the Ministry of Cultural Heritage and Environmental Conservation, if the Ministry decides to give course to such designation;
a representative appointed by the Ministry of Infrastructures, if the Ministry decides to give course to such designation;
a representative appointed by the Ministry of Transport, if the Ministry decides to give course to such designation.
The Executive Council elects the President during its first session.
For the appointment of the President, the Vice-President, the components of the Administrative Board of the Consortium, the presence of the majority of the Executive Council members and the favourable vote of two-thirds of the members present is required.
Such nomination will occur through secret ballot.
For the validity of the Council assemblies, at least the presence of the simple majority of its components is required.
Experts with advisory functions can participate in the reunions of the Executive Council.
The deliberations of the Executive Council are taken by the majority of the present. In case of parity of votes, the vote of the Chairman prevails.
The Executive Council is convened at least twice a year for the approval of the budget plan and the final balance report, through written communication of the date, the time, the place and the agenda, that must be sent at least ten days before the date of the reunion.
Furthermore, the Executive Council can be convened on demand of at least a third of its members, through letter with advice of delivery directed to the Consortium’s President and to the Board of Auditors’ President, at least seven days before the date.
Convocations can also be made by telex, telefax or e-mail message.
If all the participants can be identified and are allowed to follow the discussion and to intervene on the debate in real time, the assemblies of the Executive Council can be held by video conference or by teleconference; if these requirements are satisfied, it will be considered that the Assembly of the Executive Council takes place where the President or the Secretary are in order to allow the writing and the signature of the records on the relative book.
It is also admitted to have the votes of the Executive Council by mail through written consultation or written expressed consent; the procedure of written consultation or acquisition of the written express consent is not subject to particular liabilities as far as it is assured to all the right holders, to participate in the decision and to receive suitable information.
The decision is adopted through written approval of a unique document or more documents that contain the same text of decision from the majority of the right holders.
The procedure must end within eight days from its beginning or in the different suitable term in the text of the decision.
The decision is considered to be formed when the answers of all the right holders arrive in the main office, directed to at least one of the legal representatives pro tempore or, when not, at the end of the term as specified in the paragraph that precedes.
The informed legal representative pro tempore provides to communicate the result of the decision to all the members indicating:
– the favourable, contrary or abstained;
– the date in which the decision was formed;
and transmitting them a synthesis of the possible observations or declarations related to the matter object of the decision, if required by the parties.
The decisions adopted this way must be transcribed without delay in the apposite book.
The concerning documentation is held by the Consortium.
Any statutory change must be deliberated with the presence and the favourable vote of at least two-thirds of the components of the Executive Council.
The deliberations adopted by the Executive Council are transcribed in the apposite book
The Executive Council:

elects the President within its members;
elects the three members of the Administrative Board and also elects the Vice-President naming it even among people that are not part of the Council but, according to a documented curriculum, possess particular scientific, technical and managerial competencies in the field of activity of the Consortium. For the election of the Vice-President and of the other three members of the Administrative Board, the President will furnish not binding nominative indications with reference also to the possible attributions as specified in the following point 11). If the Vice-President is chosen among people that are not part of the Executive Council, he will be invited by the President of the Consortium to participate in the reunions of the Executive Council with mere advisory functions;
appoints the Directors of Local Research Units, the Responsible of Sections and Laboratories;
deliberates the budget plan, the relative variations and the final balance;
elaborates and deliberates on long-term plans;
deliberates on the scientific initiatives as well as on the institution or suppression of Local Research Units, Sections and Laboratories as specified at point a) of art.3;
deliberates on what concerns conventions and contracts;
adopts the rules of implementation of the present Statute;
deliberates on all the matters concerning the Administration of the Consortium;
attends to the location of the areas, subjects and functions of which, within the process of organisation, it intends to invest every single component of the Administrative Board;
as a rule, it delegates some of its own attributions of ordinary administration to the Administrative Board, when it considers it opportune and/or necessary to favour and to guarantee the collegiality of the decisions, as well as to the President, to the Vice-president and to other members, in separate form or joined, with reference to the areas, to the subjects, to the functions as specified in the paragraph that precedes;
can appoint the Consortium’s Director determining the attributions of powers given, as well as the formalities and the terms of function of the charge. The Director participates, with advisory functions, to all the reunions of the organs.
ART. 8 – THE PRESIDENT AND THE VICE-PRESIDENT OF THE CONSORTIUM

The President and the Vice-President of the Consortium are elected by the Executive Council for three years according to the modalities specified in the Art. 7 that precedes; the charge of the President cannot be held by the same person for more than two consecutive three-years periods.
The President summons and presides the Executive Council and the Administrative Board and has the legal representation of the Consortium.
For this reason he carries out the deliberations of the Executive Council and the Administrative Board, he stipulates the conventions and the contracts on behalf of the Consortium, he assures the observance of the Statute and the rules of realization, he supervises the activities and the administration of the Consortium itself.
On what concerns the powers delegated to it the President, giving specific motivations, can appoint, in agreement with the Vice-President, short-term representatives or special attorneys.
The Vice-President carries out vicarious functions of the President in case of his absence or impediment, with powers of signature and representation except for the convocation and presidency of the Executive Council unless he belongs to the Executive Council himself.
To the President and the Vice-President can jointly/disjointly be attributed among them by the Executive Council, well-defined powers, according to specific formalities and terms.

ART. 9 – THE ADMINISTRATIVE BOARD

The Administrative Board is composed by the President of the Consortium, that presides it with powers of representation and signature, by the Vice-President and by three members of the Executive Council elected within it. The members of the Board stay in charge for a three-years period and can potentially be re-elected for no more than two consecutive orders, unless different deliberation motivated by the Executive Council.
For the formalities of convocation of the Administrative Board reference is made to the special rules of implementations related to the following art. 16
The Administrative Board:

predisposes the deeds of the Executive Council;
adopts, in case of urgency and necessity, the measures of competence of the Executive Council except for the ratification during the first assembly following the Council itself;
carries out functions and takes measures delegated to it by the Executive Council.
For the validity of the assemblies of the Administrative Board, the presence of at least the majority of its components is necessary.
The deliberations are assumed with the favourable vote of the majority of the present; in case of parity of votes the vote of the Chairman prevails.
The deliberations assumed by the Administrative Board are transcribed on the relative book.
Experts with advisory functions can participate in the reunions of the Administrative Board.
If all the participants can be identified and are allowed to follow the discussion and to intervene on the debate in real time, the assemblies of the Administrative Board can be held by video conference or by teleconference; if these requirements are satisfied, it will be considered that the Assembly of the Administrative Board takes place where the President or the Secretary are in order to allow the writing and the signature of the records on the relative book.
It is also admitted to have the votes of the Administrative Board by mail through written consultation or written expressed consent; the procedure of written consultation or acquisition of the written express consent is not subject to particular liabilities as far as it is assured to all the right holders, to participate in the decision and to receive suitable information. The decision is adopted through written approval of a unique document or more documents that contain the same text of decision from the majority of the right holders.
The procedure must end within eight days from its beginning or in the different suitable term in the text of the decision.
The decision is considered to be formed when the answers of all the right holders arrive in the main office, directed to at least one of the legal representatives pro tempore or, when not, at the end of the term as specified in the paragraph that precedes.
The informed legal representative pro tempore provides to communicate the result of the decision to all the members indicating:
– the favourable, contrary or abstained;
– the date in which the decision was formed;
and transmitting them a synthesis of the possible observations or declarations related to the matter object of the decision, if required by the parties.
The decisions adopted this way must be transcribed without delay in the apposite book.
The concerning documentation is held by the Consortium.

ART. 10 – THE BOARD OF AUDITORS

The audit of the administrative-account management of the Consortium is carried out by a Board of Auditors.
The Board of Auditors is composed by:

an effective auditor, that assumes the Presidency, and a substitute appointed with decree of the Ministry of Economy and Finance;
two effective auditors and a substitute appointed by the Ministry of University and of Scientific and Technological Research.
The Board of Auditors provides for the verification of the management, ascertains the bookkeeping writings, examines the budget plan, the relative variations and the final balance account, writing special reports, and executes verifications of cash audit.
Only effective Auditors in charge, that have the right to be present also at the reunions of the Executive Council and the Administrative Board, can participate in the reunions of the Board of Auditors.

ART. 11 – FINANCIAL MANAGEMENT

The activity of the Consortium will be organized on the base of multi-year activity programmes and, as a rule, of three-year periods.
The financial year starts on January 1st and ends on December 31st of each year.
The Executive Council deliberates within November 30th of each year the budget plan prearranged by the President of the Consortium, containing also the schedule of scientific activities.
By April 30th of the following year, or when particular demands require it, by June 30th, the Executive Council approves the final balance, presented to the Council itself by the President, containing, among all, the Report of the activities carried out during the previous year.
The budget plan and the final balance are sent for knowledge to the Ministry of University and of Scientific and Technological Research and to the associated Universities during the fifteen days after their approval.
It is specifically prohibited to distribute, even if not in a direct manner, profits or surplus operating funds, as well as funds, savings or capitals during the life of the Consortium, unless their purpose or distribution are not forced by Law.

ART. 12 – PERSONNEL

The staff endowment, the juridical state and the economic treatment of the Consortium’s personnel are established in special regulation adopted by the Executive Council and approved by the Ministry of University and of Scientific and Technological Research.
Such regulation will be predisposed in respect, when possible and opportune, of the economic and juridical discipline of the corresponding university personnel and/or of the personnel of the Institutions and the Agencies of Research and Experimentation according to art.9 of the Law 09/05/1989 n° 168.
Concerning particular demands of research and for carrying out specific research programmes, the Consortium will be able to employ, through short-term contracts, personnel, even foreign citizens, following the norms of the regulation of the previous paragraph.

ART. 13 – DURATION AND RECESS

The Consortium has an initial duration of ten years, that is automatically extended for following periods of five years.
The withdrawal of each of the Universities is admitted after a previous cancellation to be sent at least six months before the end of the financial year.

ART. 14 – DISSOLUTION OF THE CONSORTIUM

At the dissolution of the Consortium, the goods that remain after the liquidation are devolved to the Universities that are part of the Consortium and/or devolved to purposes of public utility, in any case after advice of the organism of control according to art. 3, paragraph 190, of the Law 23.12.1996 n° 662 and unless different destinations are not forced by Law.

ART. 15 – CONTROVERSIES

If any controversy emerges between the parties with reference to the validity, effectiveness, interpretation and execution of the present Statute, a board of three arbitrators will judge according to right and in ritual arbitration.
The arbitrators will be appointed by the President of the Tribunal of Rome, after listening to both parties in controversy.

ART. 16 – RULES OF IMPLEMENTATION

Within twelve months from the date of the installation of the Executive Council, the rules of implementation of the present Statute will be adopted.
In particular:

the Organic and Personnel Regulation;
the Services Regulation;
the Administration and Bookkeeping Regulation;
the Functioning of the Organs Regulation.
The rules of 1) and 3) are sent to the Ministry of University and of Scientific and Technological Research for approval.

ART. 17 – REGULATIONS OF DELAY

Even if not calculated in the present Statute, the legislative regulations in force are applied on what concerns this subject.