Statute

(approved by the Board of Directors in the session of November 17, 2006, and subsequent amendments of June 19, 2007)

ART. 1 – OBJECT AND HEADQUARTERS

The “National Interuniversity Consortium for Marine Sciences”, having the acronym CoNISMa and being a non-profit organization, aims to promote and coordinate research and other scientific and applied activities in the field of Marine Sciences among the member Universities. It favors, on one hand, collaborations between Universities, other Research Bodies, local and territorial Entities, and Industries and, on the other hand, their access and potential participation in the establishment and management of foreign or international laboratories operating in the field of Marine Sciences, according to the rules of this Statute.

The Consortium has its legal headquarters in Rome, Piazzale Flaminio 9, and is under the supervision of the Ministry of University and Scientific and Technological Research.

By resolution of the Administrative Board, adopted with the presence and favorable vote of all its members, secondary offices and/or administrative offices with stable representation in Italy and representative offices in Italy and/or abroad may be established.

ART. 2 – MEMBER UNIVERSITIES

The Consortium is composed of:

1. the Universities that promoted it;
2. any other Italian or foreign University that applies for membership, subject to a resolution by the Board of Directors of the Consortium which, in deciding, will take into account the existing activities and the prospects of the Consortium itself.

 

Every member University is entitled to its own representative within the Board of Directors.

ART. 3 – CONSORTIUM ACTIVITIES

In order to achieve its objectives, the Consortium:

1. proceeds with the establishment and direct management of Sections and Advanced Research Laboratories and establishes Research Units at Universities, University Institutes, and public and private research entities, subsequently signing specific agreements with them;
2. promotes the development of scientific collaboration between Universities and other public and private research organizations, national and international, operating in the field of Marine Sciences;
3. makes equipment, laboratories, centers, nautical research vessels, and anything else that can support Doctoral research activities and the training of expert basic researchers available to the participating Universities;
4. promotes and encourages, also through the awarding of scholarships and research grants, the training of experts both in basic research and in technological developments and applications of Marine Sciences;
5. promotes, encourages, and carries out training activities, including continuous and permanent training, and higher education in the sector of Marine Sciences, without these being aimed at issuing academic degrees;
6. initiates actions for the transfer of national and international research results in this field for their application in the public and private sectors;
7. promotes and supports national and international projects, also by participating in European Community programs or other international organizations; it also promotes the acquisition, management, and use of large national and international equipment, including nautical vessels;
8. carries out studies or research commissioned by State Administrations, public and private Entities, local and territorial Entities, national and international Agencies, and provides them with opinions and support tools related to problems in the Marine Sciences sector.

To achieve its purposes, the Consortium may enter into agreements with Universities, the C.N.R., ENEA, the Navy Hydrographic Institute, the National Institute of Oceanography and Applied Geophysics-OGS, the National Environmental Agency (ANPA), the Regional Environmental Agencies (ARPA), and with other public and private Entities, Consortia or Foundations, or national and international Companies operating in sectors relevant to the Consortium’s activities.

The Consortium may also participate in calls for tenders and other competitive procedures initiated by Public Administrations, Companies operating in the public and private spheres for the execution of works and services, in the interest of the Client, both individually and in association with other Public Entities or companies or other public or private subjects. It may also take part in the study, design, and implementation and management of scientific initiatives within the framework of international cooperation projects and agreements.

For the achievement of its objectives, the Consortium may take stakes in other Entities, and, specifically, in associations, consortia, and companies having a complementary or otherwise related purpose to the statutory goals.

ART. 4 – ASSETS

The Universities referred to in Art. 1 of this Statute contribute to the constitution of the Consortium with the sum, which is paid within 60 days of the signing of the Deed of Incorporation, distributed as per the Deed itself.

The Assets of the Consortium consist of the fees paid by the Universities at the time of their membership, the movable and immovable property acquired by the Consortium, including through donations or assignments made by third parties as gifts, and any other resource available to the Consortium pursuant to the subsequent Art. 5. Any other University that, pursuant to Art. 2 paragraph b), becomes part of the Consortium is required to pay a fee to be established from time to time by the Board of Directors.

The shares are non-transferable and non-revaluable.

ART. 5 – FUNDING

For the pursuit of its purposes, the Consortium makes use of:

1. contributions provided for the activities of the Consortium by the Ministry of University and Research, by other State Administrations, and by public or private Entities, Italian or foreign;
2. any funds provided by the member Universities and funds pertaining to the member Universities provided by the Ministry of University and Research with procedures established by agreements between the Universities themselves pursuant to Art. 12 of Law 705 of 09/12/85;
3. contributions provided, in relation to international agreements, by the Ministry of University and Research, by other State Administrations, and by public and private Entities;
4. financing or contributions from various Entities and/or subjects with which it collaborates in the pursuit of its consortium object;
5. payments deriving from services, works, and supplies commissioned or entrusted to the Consortium by public and private Subjects.

The Consortium prepares three-year plans which can be updated every year and are presented to the Ministry of University and Research at least six months before the start of the reference three-year period.

These plans provide for the resources to be acquired from national and international programs and projects and the financial resources allocated by the State directly or through Universities or other Entities.

The Consortium may also prepare plans of a different duration.

ART. 6 – ORGANS

The organs of the Consortium are:

1. the Board of Directors;
2. the President;
3. the Vice President;
4. the Administrative Board;
5. the Board of Statutory Auditors.

ART. 7 – THE BOARD OF DIRECTORS

The government of the Consortium is entrusted to the Board of Directors, which is appointed for a three-year period by decree of the Ministry of University and Research and remains in office, together with the other bodies deriving from it, until the publication of a new Ministerial Decree of appointment, and is composed of:

1. a representative from each of the member Universities, chosen by the respective Boards of Directors from among the tenured professors who are experts and operating in the Consortium’s field of activity;
2. a representative designated by the Ministry of University and Research;
3. a representative designated by the Ministry of the Environment and Territorial Protection;
4. a representative designated by the Ministry of Agricultural and Forestry Policies;
5. a representative designated by the Ministry for Cultural Heritage and Activities, should it proceed with said designation;
6. a representative designated by the Ministry for Infrastructure, should it proceed with said designation;
7. a representative designated by the Ministry of Transport, should it proceed with said designation.

The Board of Directors elects the President at its first meeting.

For the appointment of the President, the Vice-President, and the members of the Administrative Board of the Consortium, the presence of the majority of the members of the Board of Directors and the favorable vote of two-thirds of the members present are required. Said appointment must take place by secret ballot.

For the validity of the meetings of the Board, the presence of at least a simple majority of its components is necessary.

Experts may be invited to participate in meetings of the Board of Directors in a consultative capacity.

Resolutions of the Board of Directors are passed by a majority of those present. In the event of a tie, the vote of the person presiding prevails.

It is convened at least twice a year for the approval of the budget and the final account, by written communication containing the date, time, venue, and agenda, to be sent at least ten days before the date of the meeting.

The Board of Directors is also convened at the request of at least one-third of its members, sent to the President of the Consortium and, for information, to the Chairman of the Board of Statutory Auditors by registered letter with return receipt, within seven days of the first receipt of such request.

Convocations can also be made via telex, fax, or email.

Meetings of the Board of Directors may be held by teleconference or videoconference provided that all participants can be identified and are allowed to follow the discussion and intervene in real-time on the topics addressed; if these requirements are met, the Board meeting will be considered held at the place where the President is located and where the Secretary must also be present to allow for the drafting and signing of the minutes in the relevant book.

It is also permitted for the Board of Directors to vote by correspondence through written consultation or consent expressed in writing; the procedure for written consultation or acquisition of written consent is not subject to particular constraints as long as each entitled party is ensured the right to participate in the decision and receive adequate information.

The decision is adopted through the written approval of a single document or multiple documents containing the same text of the decision by the majority of those entitled.

The process must conclude within eight days of its start or within the different term indicated in the text of the decision.

The decision is understood to be formed at the moment when the responses of all entitled parties reach the social headquarters, addressed to at least one of the pro tempore legal representatives, or, in their absence, upon the expiration of the term mentioned in the preceding paragraph.

The informed pro tempore legal representative shall communicate the outcome of the decision to all members indicating:

• those in favor, against, or abstaining;
• the date on which the decision was formed;

and transmitting to them a summary of any observations or statements relating to the topic of the decision, if requested by the interested parties.

Decisions thus adopted must be transcribed without delay in the appropriate book.

The relative documentation is kept by the Consortium.

Any statutory modification must be resolved with the presence and favorable vote of at least two-thirds of the members of the Board of Directors.

The resolutions adopted by the Board of Directors are transcribed in a specific book.

The Board of Directors:

• elects the President from among its members;
• elects from its members the three members of the Administrative Board and also elects the Vice President, the latter potentially being appointed from among persons not belonging to the Board who, based on a documented curriculum, possess particular scientific, technical, and management skills in the Consortium’s field of activity. For the election of the Vice President and the other three members of the Administrative Board, the President will provide his own non-binding nominations with reference also to the possible assignments referred to in point 11) below. Should the Vice President be elected from persons not belonging to the Board of Directors, he may be invited by the President of the Consortium to participate in Board of Directors meetings with purely consultative functions;
• appoints the Directors of the Local Research Units, the Heads of Sections and Laboratories;
• resolves on the preliminary budget, the relative variations, and the final account;
• develops multi-year plans and resolves on them;
• resolves on scientific initiatives, as well as on the establishment or suppression of Local Research Units, Sections, and Laboratories referred to in point a) of Art. 3;
• resolves on agreements and contracts;
• adopts the implementing regulations of this Statute;
• resolves on all matters concerning the Administration of the Consortium;
• identifies the areas, subjects, and functions with which, within the organizational process, it intends to entrust the individual members of the Administrative Board;
• as a rule, delegates certain of its ordinary administration powers to the Administrative Board as a whole, where it deems it appropriate and/or necessary to favor and guarantee the collegiality of decisions, as well as to the President, the Vice-President, and other members, separately or jointly, with reference to the areas, subjects, and functions identified pursuant to the preceding point;
• may appoint the Director of the Consortium, determining the powers conferred upon him, as well as the methods and terms of the exercise of the office. The Director participates, with consultative functions, in all meetings 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 for a three-year period by the Board of Directors according to the methods specified in the previous Art. 7; the office of President cannot be held by the same person for more than two consecutive three-year terms.

The President convenes and presides over the Board of Directors and the Administrative Board and has the legal representation of the Consortium. To this end, he executes the resolutions of the Board of Directors and the Administrative Board, stipulates agreements and contracts in the name and on behalf of the Consortium, ensures compliance with the Statute and the implementing regulations, and supervises the activities and administration of the Consortium itself.

Within the scope of the powers delegated to him, the President, with specific reasons, may appoint, in agreement with the Vice President, temporary representatives or special proxies.

The Vice President performs the duties of the President in his absence or impediment, with signing and representation powers, except for the convocation and presidency of the Board of Directors if he is not a member of the Board of Directors itself.

The Board of Directors may jointly or separately attribute specific powers to the President and the Vice President, according to specific methods and terms.

ART. 9 – THE ADMINISTRATIVE BOARD

The Administrative Board is composed of the President of the Consortium, who presides over it with representation and signing powers, the Vice President, and three members of the Board of Directors elected from within itself. The members of the Board remain in office for three years and may generally be re-elected for no more than two consecutive terms, unless otherwise resolved by a motivated decision of the Board of Directors.

For the formalities of convening the Administrative Board, reference is made to the specific implementing regulations referred to in Art. 16 below.

The Administrative Board:

1. prepares the acts of the Board of Directors;
2. adopts, in cases of urgency and necessity, measures within the competence of the Board of Directors, subject to ratification at the first subsequent meeting of the Board itself;
3. performs the functions and adopts the measures delegated to it by the Board of Directors.

For the validity of the meetings of the Administrative Board, the presence of at least the majority of its members is necessary.

Resolutions are adopted with the favorable vote of the majority of those present; in the event of a tie, the vote of the person presiding prevails.

The resolutions adopted by the Administrative Board are transcribed in a specific book.

Experts may be invited to participate in the meeting of the Administrative Board in a consultative capacity.

Meetings of the Administrative Board may be held by teleconference or videoconference provided that all participants can be identified and are allowed to follow the discussion and intervene in real-time on the topics addressed; if these requirements are met, the Administrative Board meeting will be considered held at the place where the President is located and where the Secretary must also be present to allow for the drafting and signing of the minutes in the relevant book.

It is also permitted for the Board to vote by correspondence through written consultation or consent expressed in writing; the procedure for written consultation or acquisition of written consent is not subject to particular constraints as long as each entitled party is ensured the right to participate in the decision and receive adequate information.

The decision is adopted through the written approval of a single document or multiple documents containing the same text of the decision by the majority of those entitled.

The process must conclude within eight days of its start or within the different term indicated in the text of the decision.

The decision is understood to be formed at the moment when the responses of all entitled parties reach the social headquarters, addressed to at least one of the pro tempore legal representatives, or, in their absence, upon the expiration of the term mentioned in the preceding paragraph.

The informed pro tempore legal representative shall communicate the outcome of the decision to all members indicating:

• those in favor, against, or abstaining;
• the date on which the decision was formed;

and transmitting to them a summary of any observations or statements relating to the topic of the decision, if requested by the interested parties.

Decisions thus adopted must be transcribed without delay in the appropriate book.

The relative documentation is kept by the Consortium.

ART. 10 – THE BOARD OF STATUTORY AUDITORS

The audit of the administrative and accounting management of the Consortium is carried out by a Board of Statutory Auditors.

The Board is composed of:

1. one standing auditor, who assumes the chairmanship, and one alternate auditor designated by decree from the Ministry of Economy and Finance;
2. two standing auditors and one alternate auditor designated by decree from the Ministry of University and Research.

The Board monitors management acts, verifies the regular keeping of books and accounting records, examines the budget, relative variations, and the final account, drafting specific reports, and performs cash audits.

Only the standing auditors in office participate in the meetings of the Board of Auditors, and they have the right to attend meetings of the Board of Directors and the Administrative Board.

ART. 11 – FINANCIAL MANAGEMENT

The activity of the Consortium will be organized on the basis of multi-year programs of activity, usually three-year programs.

The financial year begins on January 1st and ends on December 31st of each year.

The Board of Directors approves the budget prepared by the President of the Consortium by November 30th of each year, containing, among other things, the program of scientific activities.

By April 30th of the following year, or when special needs require it by June 30th, the Board of Directors approves the final account presented to the Board by the President and containing, among other things, the Report on activities carried out in the financial year just ended.

The budget and the final account are sent for information to the Ministry of University and Research within fifteen days of their approval and to the member Universities.

It is explicitly forbidden to distribute, even indirectly, profits or operating surpluses, as well as funds, reserves, or capital during the life of the Consortium, unless the destination or distribution is imposed by law.

ART. 12 – PERSONNEL

The staff structure, legal status, and economic treatment of the Consortium personnel are established in a specific regulation adopted by the Board of Directors and approved by the Ministry of University and Research.

Said regulation will be prepared taking into account, where possible and appropriate, the economic and legal discipline of the corresponding university personnel and/or the personnel of the Research and Experimentation Institutions and Bodies referred to in Art. 9 of Law 09/05/1989 No. 168.

In relation to special research needs and for the execution of specific research programs, the Consortium may proceed with the hiring, through fixed-term contracts, of personnel, including those of foreign citizenship, according to the rules of the regulation referred to in the preceding paragraph.

ART. 13 – DURATION AND WITHDRAWAL

The Consortium has an initial duration of 10 years, which is automatically extended for subsequent five-year periods.

Withdrawal of each of the Universities is permitted, subject to a notice to be sent at least six months before the end of the financial year.

ART. 14 – DISSOLUTION OF THE CONSORTIUM

Upon dissolution of the Consortium, the assets remaining after liquidation are devolved to the constituent Universities of the Consortium itself and/or devolved for public utility purposes, in any case after consulting the control body referred to in Art. 3, paragraph 190, of Law 23.12.1996 No. 662 and unless otherwise destined by Law.

ART. 15 – DISPUTES

Any dispute that may arise between the parties with reference to the validity, effectiveness, interpretation, and execution of this Statute will be referred to a panel of three arbitrators who will judge according to the law and in formal arbitration.

The arbitrators will be appointed by the President of the Court of Rome, after hearing the parties in dispute.

ART. 15 – IMPLEMENTING REGULATIONS

Within twelve months from the date of the inauguration of the Board of Directors, the implementing regulations of this Statute will be adopted.

In particular:

1. the Organic and Personnel Regulation;
2. the Services Regulation;
3. the Administration and Accounting Regulation;
4. the Functioning of Organs Regulation.

The regulations referred to in points 1) and 3) are sent to the Ministry of University and Research for approval.

ART. 17 – REFERRAL PROVISIONS

For anything not provided for in this Statute, the legislative provisions in force on the subject shall apply.