by- laws of study centre G.R.O. – Global Restructuring Organization Association
for the study of business crisis and restructuring corporate processes
(Name and location)
It consists of the Association called “Study Centre GRO – Global Restructuring Organization Association for the study of business crisis and corporate restructuring processes”, also identified with the use of the acronym “GRO”.
The Association has its headquarters in Modena, via Canalino number 5; it can operate throughout the national territory, with secondary offices and decentralized.
(Purpose and activities)
The Association is non-political, non-sectarian and non-profit organization. Its purpose is to promote the study and discussion on the topics of corporate crises and restructuring processes by different actors, Italian and international value chain: banks, entrepreneurs, academics, Authorities, managers, professionals, magistrates and a consulting firm.
In order to effectively implement its aims, the Association aims to accomplish the following tasks:
v compare legislative solutions and best practices in national and international in order to develop proposals for innovative solutions, practices, codes of conduct, designed to enable a government enterprise in crisis to generate sustainability and value;
v to make proposals with innovative ideas for discussion with the competent authorities of legislative or regulatory changes that facilitate the introduction of standards and practices for the management of crises and defaults in Italy and cross-border;
v carry out studies and proposals to bring to the institutional tables and regulators, at Authorities, Bodies and national and international Associations;
v organize, directly or indirectly, scientific information, connecting to public and private facilities, including access to funds for study and research;
v promote and organize conferences, seminars, debates, conferences and any scientific and cultural initiative, to achieve the statutory purposes;
v promote publishing activities and publications appropriate to disseminate the results of its activities, to divulge studies, research, news and any other work that is useful to the achievement of its goals;
v develop relationships with overseas Universities, public and private Associations and professionalisms that operate in different capacities in the fields of activity of the Association;
v develop the use (even by building ad hoc) of telematics networks and instruments of mass communication, such as newsgroups, mailing lists, forums, publications;
v develop and carry out all activities necessary for the achievement of social goals.
The Association is not for profit and must be considered, for tax purposes, non-commercial entity. It excludes the exercise of any business that is not carried in a marginal way, and in any case the auxiliary or secondary or instrumental to the pursuit of institutional purpose. It may, therefore, engage in purely marginal and non-profit, commercial activities for self-financing: in this case, must comply with the tax laws in effect.
Association members are distinguished by the founding members, ordinary members and honorary members.
Founding members are those who have become promoters of the establishment of the Association and of the original endowment of the same, namely: Prof. Antonio Tullio, Dr. Giovanni Messori, lawyer Daniela Dondi, Dr. Carlo Filippi, Dr. Paola Maria Caburlotto.
Ordinary members are individuals with the age of majority or entities whose application for admission will be discretionary and unquestionably accepted by the Board and who will pay, upon admission, the membership fee will be established annually by the Board. Honorary members are those designated annually, not exceeding five in number, by the Board of Directors unanimously selected for outstanding scientific and/or professional. Honorary members shall not be subject to the payment of taxes or quotas, and have the right to attend and vote at the Meeting. Anyone wishing to join the Association should contact the express request of the Board of Directors, for the statement of purpose to share that the Association proposes to realize and accept the by-laws. The Board of Directors is required, in order, applications for admission within 60 days of their receipt. For the calculation of the term previously mentioned, it shall apply the rules of the suspension working of judicial terms. In the absence of an order granting the application, within the period predicted, the same is rejected. In case of refusal expressed, the Board is not required to explicitly transfer motivation. Membership is less for withdrawal, non-payment of membership dues or exclusion. The withdrawal is permitted to any member, at any time, upon prior written notice. The member may be expelled when his conduct undermine the smooth running of the Association, or otherwise in contravention of the provisions of this By-Laws. The exclusionary measures are adopted by the Board of Directors.
The assets of the Association consists of the initial contributions made by the founding members, membership fees, from the goods purchased with the availability created as above, by any fees or remuneration received by the Association in relation to their cultural, scientific or editorial by donations, inheritances, legacies, bequests, donations and contributions from third parties, natural or legal persons or entities not personalized; financing granted by banks and financial institutions, Italian and foreign research, the net operating surplus, from all other income. The initial endowment fund of the Association consists of the payments made by the founders. The Board of Directors annually determines the amount of the minimum payment to be made upon accession to the Association by those who wish to join the Association itself. Membership to the Association is no obligation or disbursement of funding more than the original deposit. However, the faculty members of the Association to make deposits more than the original ones. The payments to the endowment fund can be of any amount, subject to the minimum payment as determined above, and are repayable in any case: and in any case, so even in the event of dissolution of the Association, or in the event of death, of extinction, withdrawal or exclusion of the Association, may therefore be the place to repetition of the amount paid to the Association by way of payment to the endowment fund. The Association is prohibited from distributing profits, surpluses, funds, reserves or capital during the life of the Association. The Association has the obligation to take profits or operating surpluses for the implementation of institutional activities and those related to them.
- the Assembly;
- the Board of Directors;
- the President;
- the Secretary of the Board of Directors;
- the Treasurer;
- the Scientific Committee.
All members are called to the Assembly by the Executive Council at least once a year, by 30 April, to approve the annual report. The Board of Directors must convene the Assembly on reasoned request, signed by at least one-tenth of the members, in accordance with art. 20 cod. Civil Code. The Assembly is convened with details of the agenda, to be sent to all members, by e-mail, even if not certified, or fax, at least eight days before the date fixed. The Assembly elects the members of the Board of Directors and shall act on the statement of operations, the changes of the memorandum and articles of association, and has the power to make recommendations to the Board of Directors in the administration, organization and activity of Association. The Assembly resolution also on any other subject of an ordinary subject to its approval by the Board of Directors and on all other matters delegated to it by law or by-laws. The Meeting is validly constituted and decides with the majority provided for in Article. 21 cod. Civil Code. The meeting is chaired by the Chairman of the Board of Directors or, in his absence, the Vice-President. In the absence of both, the Assembly shall appoint its Chairman. The Chairman of ascertaining the validity of the right of a shareholder to attend the meeting and cast their vote. Of shareholders meetings shall be drawn up the minutes, by the Secretary General or, in his absence, the Secretary designated among those present at the beginning of the session, the President of the Assembly.
(Board of Directors)
The Association is administered by the Board of Directors, consisting of a variable number from three to nine directors appointed in the deed and later elected among the members, by the Assembly. The directors shall remain in office for three years and may be reappointed. Councillors not entitled to any compensation, nor attendance, the exercise of the related charges being free, subject only reimbursement of expenses incurred by reason completion of the its mandate. In the event of the resignation, for whatever reason, one of the Directors, the Board of Directors shall, at the first meeting, to replace him, asking them to validate the first annual meeting. The Board of Directors shall appoint an internal President, a Vice President and Secretary General. The Council shall meet as often as the Chairman deems necessary or upon request of at least three of its members and in any event at least once a year to approve the statement of operations and the amount of dues. The Board of Directors shall exercise the powers of ordinary and extraordinary administration, except those reserved by law or by By-Laws, to the Assembly. For the validity of the resolutions must be the presence of the majority of the members of the Board and the affirmative vote of a majority of those present in the event of a tie, the vote of the Chairman. The Council is chaired by the President, in his absence, the Vice President and, in the absence of both, by the most senior in age among those present. Meetings of the Council shall draw up the minutes, prepared by the Secretary-General or, in his absence, the Secretary designated among those present at the beginning of the session by the President. The Board is vested with the widest powers for the ordinary and extraordinary management of the Association, without limitations. It also proceeds to the compilation of budgets and final accounts and their presentation to the Assembly. The Chairman or, in his absence, the Vice-President shall convene the Board of Directors, stating the agenda; legally represents the Association in dealings with third parties and in legal proceedings. In urgent cases, may exercise the powers of the Board, subject to ratification by the first part of this meeting. Council meetings will be drawn up a report on a special Book.
(Secretary of the Board)
The Secretary- General is appointed by the Board of Directors among its members. The Secretary acts as the minutes of the meetings of the Assembly, the Governing Council and shall assist the President and the Executive Council in the performance of executive activities which are necessary or appropriate for the operation administration of the Association. The Secretary is responsible for keeping the minutes book of the Meetings of the Board of Directors, as well as the book of members of the Association.
The Treasurer, appointed from among the members of the Executive Board, responsible for the management of the Associations’ cash and account, do the relevant checks, the control bookkeeping, prepares, from an accounting standpoint, the final budget and the budget, together with appropriate accounting report.
The financial year ends on December 31 of each year. By April of the following year to the individual balance sheet date, the meeting must be convened to approve the financial statements. The first financial year ends on 31 (thirty) December 2013 (two thousand and thirteen).
In addition to keeping the books prescribed by law, the Association holds books the minutes of meetings, the resolutions of the Assembly, the Executive Council, as well as the book of the members of the Association.
The Board of Directors appoints a Steering Committee, an advisory nature composed of a variable number from five to fifteen members who shall remain in office for the same period of the Executive Council which elected and re-elected. The members of the Board of Directors may also be appointed as members of the Scientific Committee. The members of the Scientific Committee, which may also be non-members must be persons, national and international renown and experience in the scientific, academic, professional. The members of the Scientific Committee shall be convened by the President of the Executive Council, which is involved in their work. The Scientific Committee submits proposals regarding the pursuit of the objectives of the Association, offers scientific, cultural and publishing prepares projects for the diffusion of activities proposed by the scientific reports and studies both nationally and internationally, evaluates and promotes adherence to initiatives consistent with the purpose of the Association.
The duration of the Association is of indeterminate duration. The Assembly declared the dissolution of the Association when the purpose has become impossible, and in other cases provided by law. In this case, the Assembly shall appoint one or more liquidators and determine their powers. In the event of dissolution of the Association, the assets shall be donated to an institution with the purpose of legal research or otherwise in the public interest, which will be identified by the resolution for dissolution.
For matters not covered by this by-laws, the rules of the Civil Code relating to associations.