Article 1 — Name, Duration and Legal Office
1.1 The Association called “Milan Polymer Group - Associazione di Promozione Sociale” - APS is established pursuant to the Civil Code and Legislative Decree 117/17 (hereinafter, the Association).
1.2 The acronym “APS” may and must be used by the Association only from the moment of its registration in the appropriate section of the National Single Register of the Third Sector (RUNTS).
1.3 The duration of the Association is unlimited.
1.4 The legal office is established in Pavia, via Vittadini 7, 27100 Pavia, at the Gatelli Dott.ssa Stefania office.
Article 2 — Purpose and Activities
2.1 The Association is not for profit, not even indirectly, and pursues civic, solidarity and social utility purposes. In particular, the Association aims to improve people's living conditions by promoting the dissemination of correct scientific information.
2.2 To achieve these purposes, the Association carries out activities of general interest referred to in sectors d and i according to Article 5 of Legislative Decree 117/17:
- Education, instruction and professional training pursuant to Law 28 March 2003, no. 53 and subsequent amendments, as well as cultural activities of social interest with educational purposes (letter d).
- Organization and management of cultural, artistic or recreational activities of social interest, including editorial activities, for the promotion and dissemination of the culture and practice of volunteering and activities of general interest referred to in this article (letter i).
More in detail, the Association works:
- To promote initiatives aimed at disseminating scientific knowledge both nationally and internationally through the organization and sponsorship of conferences and scientific congresses focused on polymer science and technology, advanced materials and related disciplines, serving as communication forums capable of attracting scientists from academic and industrial backgrounds.
- To promote initiatives that disseminate scientific knowledge in the fields above, such as training and refresher courses for students of all levels, scientists and educators.
- To organize educational events for the general population or specific groups, in person or through information channels, including seminars, debates and interviews with experts.
- To disseminate scientific knowledge through social media and editorial initiatives such as publications, series, popular science texts, blog posts, videos and tutorials.
- To promote and/or fund scientific research in polymer science and technology, advanced materials and related disciplines.
- To promote the recognition and development of scientific and technological skills among students and young researchers through excellence awards, scholarships and other initiatives supporting their scientific careers.
- To promote synergies with other associations and organizations with similar objectives.
- To promote or carry out fundraising activities, including on an organized and continuous basis, while respecting truth, transparency and fairness in relationships with supporters and the public.
- To carry out any other activity that may contribute to the dissemination of scientific culture, within the requirements and limits of Legislative Decree 117/17.
The Association may also carry out activities other than those of general interest identified above, provided they are secondary and instrumental to the primary activities, in compliance with Article 6 of Legislative Decree 117/2017 and its implementing provisions, as determined by the Executive Committee.
2.3 The Association carries out its activities for the benefit of its members, their families or third parties, primarily relying on the voluntary work of its members or individuals affiliated with associated entities. It may hire employees or engage independent contractors only when necessary for activities of general interest and its objectives. The number of employed workers cannot exceed 50% of the number of volunteers or 5% of the total number of members.
2.4 The Association promotes its objectives within Lombardy, aiming to extend the dissemination of scientific knowledge and recognition of young talents internationally.
2.5 The Association prohibits the distribution, even indirectly, of profits or surplus funds, funds, reserves or capital during its existence, except when required by law or when distribution is made in favour of other Associations that form part of the same unified structure. Profits or surplus funds are used exclusively for institutional and directly related activities.
Article 3 — Members
3.1 Anyone who shares the spirit and ideals of the Association and is willing to commit personally to its objectives may become a member, without distinction based on gender, race, beliefs or religion.
The Association must always have at least seven individual members. If this number falls below seven, it must be restored within one year; otherwise, the Association must apply for registration in another section of RUNTS. Membership is designed to ensure continuity and cannot be temporary. The Association maintains a membership register under the responsibility of the Board of Directors. Non-temporariness ceases only in the cases described in Article 3.5.
3.2 Admission is subject to approval by the Executive Committee upon the applicant's request. Applications are reviewed within 60 days. Acceptance takes immediate effect and is promptly recorded in the membership register. A rejected application must be justified; within sixty days, the applicant may request review by the Members' Assembly at its next meeting unless a special meeting is called.
Membership is personal and cannot be transferred. All members have the same rights under this Statute. Applications by minors must be countersigned by the holder of parental authority, who represents the minor and is responsible for the minor member's obligations.
3.3 All members have the right to:
- participate in all activities promoted by the Association;
- participate in the life of the Association and vote, including on the approval and modification of the Statute and regulations;
- exercise active and passive voting rights for the Association's Governing Bodies;
- examine the Association's records upon a justified request to the Board of Directors, which must grant access within 30 days. Copies are at the requesting member's expense and must comply with privacy regulations.
Minor members submit applications, exercise their rights—including voting rights—and fulfil their obligations through those holding parental responsibility.
3.4 Members must comply with the Statute, respect decisions of the Association's governing bodies and pay membership fees. Fees are neither transferable nor subject to revaluation.
3.5 Membership is lost through voluntary resignation, expulsion or death. Resignations must be submitted in writing to the Board of Directors. Expulsion may follow non-compliance with the Statute or regulations, payment default, or conduct causing material or reputational damage. It is decided by the Board by an absolute majority and communicated by letter. The member may appeal within 30 days; the appeal is reviewed at the next ordinary General Assembly.
3.6 Loss of membership does not entitle the member to a refund of amounts paid. 3.7 The death of a member grants no rights within the Association to heirs. 3.8 Members automatically lose their status if annual fees are not paid by January 31.
Article 4 — The Governing Bodies of the Association
4.1 The Governing Bodies are the Members' Assembly, the Executive Committee and the President, as well as the Supervisory Body in cases provided by law.
The Members' Assembly
4.2 The Members' Assembly is the sovereign body and consists of all members holding that status at the time of convocation. It may be ordinary or extraordinary.
4.3 The Assembly is convened by the President or, if unavailable, by the Vice President or most senior Board Member, at least annually within four months of the end of the fiscal year to approve the financial statements. It may also be convened when the Executive Committee deems appropriate or at the request of at least one-third of members who are up to date with fees.
4.4 Notice must be sent by email and published on the Association's social media pages at least 15 days in advance, stating date, time and place of first and second calls and the agenda.
4.5 On first call, the Assembly is duly constituted with a majority plus one of voting members; on second call it is valid regardless of attendance. It may be held by video conference or similar technology.
4.6 Adult members current with fees may attend and vote, with one vote each. Minor members and those exercising parental authority or guardianship may receive notice and attend but have no right to speak or vote, actively or passively.
4.7 Written proxies may be granted only to another member; each member may hold no more than one proxy. 4.8 Voting may be by show of hands, roll call or secret ballot as determined by the Assembly.
4.9 The Assembly is responsible for:
In ordinary session:
- approving the previous year's economic and financial report;
- electing the President and Executive Committee and determining the number of its members;
- electing replacements for resigning Executive Committee members;
- deliberating on ordinary matters and general-interest topics on the agenda.
In extraordinary session:
- deliberating on transformation, merger and dissolution of the Association;
- deliberating on proposed amendments to the Statute;
- deliberating on extraordinary matters and general-interest topics on the agenda.
4.10 The Ordinary Assembly is chaired by the President of the Board of Directors, who appoints a recording secretary. It deliberates on first and second call with a majority of 50% plus one of those present. At least one hour must pass between calls.
4.11 The Extraordinary Assembly is chaired by the President of the Executive Committee, who appoints a recording secretary. Amendments to the articles of incorporation and Statute require the presence of at least three-quarters of members and a majority of 50% plus one of those present. Dissolution and allocation of assets require the favourable vote of at least three-quarters of members.
4.12 Resolutions and financial reports are recorded in minutes signed by the President and Secretary, transcribed into the Assembly minutes register and made available by email.
The Executive Committee
4.13 The Executive Committee is elected every three years and consists of three to seven members, including the President as an ex-officio member. Members may be re-elected and positions are unpaid. The Assembly may revoke the Board, which remains in office until a new one is elected. A resigning member is replaced by the first unelected candidate.
One or more Vice Presidents and a Secretary are appointed within the Committee. The President holds legal representation and may delegate powers assigned to the Board. Board members may not hold the same position in associations of a similar nature.
4.14 The Executive Committee has the broadest powers of ordinary and extraordinary management. It is responsible for:
- ordinary and extraordinary expenses, operating and capital expenditure and membership fees;
- institutional, complementary and commercial activities and services;
- management of employees, collaborators and professionals;
- preparation of the annual economic and financial report for Assembly approval within four months of the end of the fiscal year;
- preparation of the annual activity report and programme for the new fiscal year;
- appointment of members as delegates for specific functions;
- administrative regulations and proposed Statute amendments for Assembly approval;
- admission of new members;
- any function not assigned to another body by law or the Statute.
4.15 The Executive Committee meets at least twice a year or when the President or a majority of its members considers necessary. Written notice by email must be sent at least 15 days in advance with the agenda, date, time and location. Meetings are valid with at least a majority present and are chaired by the President or a designated member. The President's vote prevails in a tie. Minutes are signed by the President and Secretary.
The President, Vice President and Secretary
4.16 The President holds legal and judicial signature and representation and is elected with the Board every three years. The President chairs and convenes the Assembly and Executive Committee, implements their resolutions and, in urgent cases, may exercise Board powers subject to ratification at the next meeting. 4.17 The Vice President assists or replaces the President in case of absence or incapacity.
4.18 The Executive Committee is dissolved upon the simultaneous resignation of a majority plus one of its members. The President, Vice President or most senior Board Member must convene an Extraordinary Assembly within fifteen days, to be held within the next thirty days, while ensuring ordinary administration.
4.19 The Secretary drafts minutes and maintains books and registers, handles negotiations for approved purchases, prepares and keeps contracts and orders, and oversees settlement of expenses before authorizing the Treasurer to pay.
4.20 The Secretary oversees administrative and accounting management, accounting entries and tax and contribution obligations and collaborates in preparing the annual financial report. The Secretary formally collects and pays approved expenses, periodically checks cash, bank balances, receivables and payables, and recovers outstanding receivables.
4.21 The roles of Secretary and Treasurer may be assigned to one person. If separate, Administrative Regulations may provide for temporary replacement by the Secretary, Treasurer or Vice President in case of impediment, resignation or removal.
Article 5 — The Supervisory Body
5.1 Where mandatory under Article 30 of the Third Sector Code, the Assembly appoints a single-member Supervisory Body composed of a statutory auditor registered in the appropriate register, who may be compensated.
5.2 The Body oversees compliance with law and the Statute and sound administration, including Legislative Decree 231 of 8 June 2001 where applicable. It monitors the adequacy and operation of organizational, administrative and accounting structures, compliance with civic, solidarity and social-utility purposes, and certifies the social report when mandatory.
5.3 If established, the Body maintains a register of meetings and resolutions. 5.4 Where mandatory under Article 31 of the Third Sector Code, the Assembly appoints a registered statutory auditor unless it assigns the role to a three-member collegial Supervisory Body whose members are all registered statutory auditors.
Article 6 — Assets and Revenues
6.1 The Association's assets consist of movable and immovable property acquired by any means, donations and contributions from public or private entities or individuals, and net operating surpluses.
6.2 Sources of income may include:
- membership fees and payments for institutional services;
- contributions and donations from members and public or private entities;
- subscriptions, public fundraising, donations, contributions and bequests;
- income from commercial activities within the limits of applicable rules.
6.3 The Executive Committee annually determines the membership fee for initial enrolment and subsequent years.
Article 7 — Financial Year and Balance Sheet
7.1 The social and financial year coincides with the calendar year and closes on the 31st of each year.
7.2 Within the first four months, the Executive Committee prepares the previous year's financial statement for approval by the ordinary general meeting in accordance with Article 13 of the Third Sector Code.
7.3 The financial statement and reports on fundraising activities must be filed by June 30 each year with RUNTS.
Article 8 — Insurance Obligations
8.1 The Association must obtain third-party civil-liability coverage and accident insurance for individual members.
8.2 Volunteers, including occasional volunteers, must be insured against accidents and illnesses related to volunteer activities and for third-party civil liability.
Article 9 — Dissolution
9.1 Dissolution is decided by the Extraordinary General Meeting upon the proposal of the Board, which appoints liquidators from among its members. Remaining assets are allocated to other non-profit organizations with similar purposes or for public benefit, subject to consultation with the supervisory body referred to in Article 3, paragraph 190 of Law 23 December 1996, no. 662, unless otherwise required by law.
Article 10 — Final Provisions
10.1 Disputes between members, or between members and the Association or its governing bodies, except matters that cannot by law be arbitrated, are referred to three arbitrators: one appointed by each disputing party and a third by mutual agreement. Failing agreement, the Board asks the President of the court where the Association is based to appoint the third arbitrator.
10.2 Matters not expressly provided for in this Statute are governed by applicable legislation.
This Statute was approved by the founding members in the Deed of Incorporation.
Founding members: Elisabetta Ranucci, Jenny Alongi, Ermelinda Falletta, Marco Aldo Ortenzi, Stefano Gazzotti, Simona Bolla and Stefania Gatelli.