STATUTE
CONSORTIUM GARR ASSOCIATION
(GESTIONE AMPLIAMENTO RETE RICERCA)

TITLE III

(BODIES)

Art. 17 – The Bodies

The bodies of the Consortium are:

1. the General Assembly;
2. the Board of Directors;
3. the President;
4. the Director;
5. the Board of Financial Auditors;
6. the Technical and Scientific Committee.

Art. 18 – General Assembly

1. The Assembly is composed by all the members both foundings and ordinary and by the representative of the memberss belonging to the "other entities" category
2. Each member, both founding and ordinary, has the right to one vote; the vote casted by the “Fondazione CRUI” founding member collegially express the vote the associated members belonging in the “State Universities” Category, pursuant Art. 10, paragraph 1, lett. c). One vote is attributed ti the representative of associated members belonging in the "IRCCS e IZS”, pursuant to Art. 10, paragraph 1, lett. d) and one vote is attributed to the representative of the members belonging to the category "generale", pursuant to Article 10, paragraph 1, lett. e); everyone is entitled to one vote and can only represent one other member; representation in the Assembly is governed by Art. 2372 of the Civil Code. 2372 Codice Civile.
3. The Assembly is convened for the approval of plans and budgets and whenever necessary.
4. The Assembly is also convened in the cases provided for by the Civil Code, and whenever requested by one the founding members whereby the request indicates topics to be addressed.
5. The Assembly is convened by the President by registered letter with return receipt or Certified Electronic Mail (PEC), to be dispatched at least eight days before the meeting, containing the agenda, the date and time set for the meeting and the venue of the meeting.
6. In case of urgency, the Assembly may be called by Certified Electronic Mail (PEC) at least three days before the meeting with the aforementioned instructions. Minutes of the meeting will be taken by the Director or by a member of the Assembly designated by the President. It is possible for the Assembly to meet with members participating from different locations, connected via audio and/or video, provided that the collegiate method and the principles of good faith and equal treatment of members are respected; In particular it is necessary:
   1. that the President of the Assembly be allowed to ascertain the identity and legitimacy of the participants, to regulate the conduct of the meeting, to establish and proclaim the results of a vote;
   2. that the person taking the minutes is allowed to properly perceive the events at the meeting to be recorded;
   3. that the participants in the meeting be able to take part in the discussion and vote simultaneously on the agenda, as well as view, receive and transmit documents;
   4. that the notice of convocation indicates the audio and/or video sites linked by the Association, in which the participants may enter.
7. In any case, the meetings and resolutions by the Assembly are valid and effective, even in the absence of a prior convocation, in those cases where all the members with the right to vote, the board of directors and the auditors are present.
8. The Assembly is presided over by the President and is validly constituted on first call when the majority of the members with the right to vote are present, in person or by proxy; in the second convocation the Assembly is validly constituted independently of the number of those present. The Director participates, without voting rights, in the sessions of the Assembly.
9. The resolutions of the ordinary Assembly, unless otherwise determined by other provisions of this Statute, are validly adopted by a majority of the members present with the right to vote.
10. The resolutions of the extraordinary Assembly are validly adopted by the majority of the members present, as well as by the favorable and unanimous vote of the founding members.
11. The minutes of the meetings held and the deliberations taken are drafted on the Book of Assemblies and communicated to all the members.
12. The minutes are signed by the President and the Secretary of the Assembly.

Art. 19 – Powers of the Assembly

1. In addition to the indications in other provisions of this Statute, the ordinary Assembly:

   1. appoints the members of the Board of Directors and determines their remuneration;
   2. appoints the members of the Board of Financial Auditors and its President;
   3. approves, by proposal from the Board of Directors, multiannual programmes and, at least thirty days before the beginning of the accounting year, the Annual Activity Program and the Budget accompanied by a report from the Board of Auditors;
   4. approves, by proposal from the Board of Directors and no later than four months after the end of the accounting year, the balance sheet, consisting of the income statement and balance sheet, accompanied by a report from the Board of Financial Auditors and a report on the activities carried out and the results achieved;
   5. determine the President's remuneration;
   6. deliberates, by a motivated proposal of the Board of Directors, the admission and exclusion of the associates;
   7. adopts resolutions relating to the liability of administrators and statutory auditors;
   8. deliberates on any matter submitted to its examination by the Board of Directors.

2. In addition to the provisions elsewhere this Statute, the extraordinary Assembly:

   1. deliberates the changes of the Articles of Association and the Statute by a majority of the members and in any case by the unanimity of the founding members;
   2. deliberates, with the majorities envisaged by law, the early dissolution and liquidation of the Consortium;
   3. appoints the liquidator and determines their powers, as proposed by the Board of Directors.

Art. 20 - Board of Directors

1. GARR is administered by a Board of Directors composed of 7 members appointed by the Assembly as nominated by the founding members at a rate of 3 (three) for the CRUI Foundation, 1 (one) for the National Research Council, 1 (one) for ENEA, 1 (one) for the INFN and 1 (one) appointed by MIUR. The Board of Directors remains in office for three accounting years and expires on the date of the general Assembly meeting called to approve the balance sheet for the last year of their office.
2. The members of the Board of Directors elect the President among their midst. The members of the Board of Directors can be re-elected. The first directors shall be nominated in the articles of Association. The administrator who replaces the administrator exiting from office for any reason shall be appointed by the members who had designated the former administrator and remains in Office for the duration of the Board of Directors as defined above.
3. The Board of Directors shall meet, as a rule, at the headquarters of GARR and is convened by the President by registered letter with return receipt, PEC or by any verifiable technical means, at least eight days' notice and indication of the date, time and place of the meeting and the agenda. In urgent cases, the request may also be made by Certified Electronic Mail (PEC)containing the above directions and three days' notice. The Board of Directors may meet with participants located in several places, contiguous or distant, connected via audio and/or video link, in adherence with the collegial method and principles of good faith and equal treatment of members; in particular, it is necessary:
   
   1. that the president of the meeting is able to unequivocally ascertain the identity and legitimacy of the participants, direct the proceedings, determine and announce the results of the vote;
   2. that the person taking the minutes is allowed to properly perceive the events at the meeting to be recorded;
   3. that those participating in the meeting are able to take part in the discussion and vote simultaneously on the agenda, as well as view, receive and transmit documents;
   4. that the audio and/or video sites connected by the Consortium which the participants can use are indicated in the notice of meeting.
4. The Board of Directors shall be convened at least once every three months and, in any case, when the President deems it appropriate or by request of at least two Counselors.
5. The Board of Directors is constituted and makes valid decisions with a majority of at least four of its members; in the event of a tie, the vote of the President prevails. The Financial Auditors, the Director and the President of CTS participate in the meetings of the Board without the voting rights.
6. Minutes will be produced for the meetings and will be inserted in a dedicated book.

Art. 21 – Powers of the Board of Directors

1. The Board of Directors has all powers of ordinary and extraordinary administration for the achievement of the purposes and the social objectives, except what is reserved for the competence of the Assembly.
2. The Board of Directors, in particular:
   
   1. proposes to the Assembly the multi-annual programme and, at least thirty days before the beginning of the accounting year, the annual programme of activities and Budget, with the indication of contributions payable by the members, accompanied by the report from the Board of Financial Auditors;
   2. proposes to the Assembly, the financial statements consisting of the income statement and balance sheet, accompanied by a report from the Board of Auditors and a report on activities carried out and results obtained;
   3. decides on the services and related methods to be provided to the members;
   4. decides on the affiliation of the members belonging to the "IRCCS and IZS” and “general” category and establishes their possible exclusion;
   5. allows parties other than the members to use the network and services to access e-Infrastructures, on the basis of specific agreements;
   6. proposes to the Assembly any amendments to the Articles of Association and the Statute, the admission and exclusion of the members in the cases provided for by the Statute, and the possible dissolution or liquidation of GARR;
   7. deliberates on the organisational structure of GARR; Approves the staffing and deliberates its modifications, as well as the policies regarding the recruitment and the salaries of the staff;
   8. deliberates the adoption of acts, including disposition, the stipulation of agreements and contracts, the assumption of obligations of any kind, and in general all acts involving expenditure for GARR within the limits of what is foreseen in the Budget approved by Assembly, as well as the acceptance of contributions and donations;
   9. deliberates on any patents arising from the activities of GARR and handles the procedures for their use;
   10. approves the internal regulations;
   11. nominates among its members the President and the Vice-President;
   12. appoints the Chairman and the members of the Technical and Scientific Committee;
   13. appoints the Director and determines their duties and remuneration;
   14. deliberates on active and passive litigations;
   15. deliberates on the use of the network for educational purposes;
   16. performs the functions delegated to it by the Assembly;
   17. exercises any other function not attributed, by law or Statute, to the competence of other bodies;
3. The deliberations referred to in points (a), (b), (h) and (n) shall be taken after obtaining the opinion of the Technical and Scientific Committee.
4. The Board of Directors may delegate its powers in part to the President.

Art. 22 – President

1. The President is appointed by the Board of Directors among its members and has the legal representation of GARR at any venue, including a court, with the power to promote and mediate litigation or to stand trial, after deliberation by the Board of Directors.
2. The President is in office for three years and can be re-elected only once.
3. The President:
   1. monitors the observance of the Statute;
   2. adopts, in accordance with the guidelines established by the Board of Directors, all the initiatives necessary for the promotion and verification of the proper development of social activities and of the attainment of the objectives set;
   3. adopt the measures under its purview in accordance with the Statute, the deliberations of the Social Bodies and any internal regulations;
   4. exercises the powers conferred by this Statute and by the Board of Directors;
   5. may adopt urgent measures to be submitted for ratification by the Board of Directors at its next meeting.
4. In case of absence or impediment, the President is replaced by the Vice President. The signature of the acts by the vice-President constitutes proof for third parties of the absence or impediment of the President.

Art. 23 – Director

1. The Board of Directors appoints the Director who shall be a person with specific expertise and management experience in the areas of activity covered by GARR, determine their remuneration and the duration of their tenure with up to three years per mandate.
2. The Director has operational and managerial responsibility for GARR.
3. In particular, the Director shall:
   1. prepare the schema of the multiannual Programmes and the annual Programmes of activities, having obtained the opinion of the Technical and Scientific Committee;
   2. predisposes the budget scheme;
   3. writes the schema of the final budget, consisting of the income statement and balance sheet and the report on the activities under art. 19 comma 1 letter d), having obtained the opinion of the Technical and Scientific Committee;
   4. adopt the measures under its purview in accordance with the Statute, the deliberations of the Social Bodies and any internal regulations;
   5. may adopt emergency measures on matters relating to the powers of the President, subjecting them to the President for ratification;
   6. propose to the President and to the Board of Directors the stipulation of contracts, conventions and agreements with organisations, companies and enterprises which are necessary to achieve the goals of GARR;
   7. perform the duties of Director of personnel and Director of venue also for any branches, subsidiaries, representative offices and agencies as well as operational and/or administrative offices.
4. The Board of Directors may delegate to the Director any dealings with particular subjects and business categories pre-establishing any relevant spending limits.
5. The Director must report to the Board of Directors concerning the acts performed on behalf of the Board.
6. The Director participates in the meetings of the Assembly and of the Board of Directors, without voting rights, and performs the duties of Secretary.

Art. 24 – Board of Financial Auditors

1. The Board of Financial Auditors is composed of three standing Auditors, one of whom acts as President, and two as alternates.
2. The Board of Financial Auditors remain in office for three years and are appointed by the Assembly who also appoint the President thereof.
3. The Board of Financial Auditors supervise the administration of GARR, monitor the observance of the laws and of the Statute and verify the regular keeping of the accounts and the correspondence of the financial statements with the results of the accounting books and records.
4. The Auditors have the right to attend meetings of the Board of Directors and general meetings; their convocations are performed as under art. 18.
5. The members of the Board are entitled to remunerations determined on the basis of existing legislation.

Art. 25 – Technical and Scientific Committee

1. The Technical and Scientific Committee consists of no less than nine members; it shall remain in office for three years and is appointed by the Board of Directors, which determines the number of its components and appoint its President.
2. The Technical and Scientific Committee is an advisory body to the Board of Directors for the technical and scientific areas of GARR's activities; it formulates operational proposals regarding the implementation of the association's goals and it contributes to the identification and elaboration of annual programmes of activity.
3. The Committee meets at least three times a year and whenever requested by the Board of Directors. The President of the Committee is tasked with convening these meetings.
4. The Committee is validly constituted with a majority of its members and provides opinions validated by a majority of those present; in the event of a tie, the vote of the President prevails. Other participants, without voting rights, are the Director who functions as Secretary and the President of GARR.

Art. 26 – Reimbursement of expenses to members of the Social bodies

1. Reimbursement of travel and subsistence expenses to members of the social bodies, as incurred by reason of their Office, are at the expense of the Association.