The Statute

The statute below is the original document of Ceppellini School foundation in year 1991. The original term of the Ceppellini School was set in year 2001, with the possibility to extend it in agreement with Assembly votes. The term was extended a few times, as in fact the Ceppellini School continued its activities without any interruption since 1991. Last Assembly held in January 2018 extended the term until December 31, 2020.

 

THE STATUTE

 

Art. 1 - Name, location and term

The Ruggero Ceppellini Post-Graduate School of Immunology (Scuola Superiore d'Immunologia Ruggero Ceppellini), henceforth referred to as ‘the School’ is constituted as a non-profit scientific Association by a group of Italian and foreign teachers and experts working in immunology.

The School's operational and administrative address is 90 Via E. Pessina, Scala B, int. 22, I-80135 Naples, Italy, as indicated in the Charter, of which this Statute is an integral part.

The term of the School is the year 2001. This term can be extended, or the School can be dissolved, by the vote of two-thirds of the Members.

 

Art. 2 - Statute and regulations

The School is governed by the present statute.

Internal regulations, issued by the Board of Directors, in keeping with the statute, governs other organisational and developmental aspects of the Association's activities.

 

Art. 3 - Objectives

The aim of the School is to foster, encourage and propagate all aspects of knowledge relating to immunology and associated disciplines (genetics, microbiology, oncology) in the scientific community in Italy and in other countries, through the promotion of scientific research, continuing education and in-service training in these disciplines.

This activity will lead to an improvement in the professional standards of doctors and researchers engaged in these disciplines, and will provide an educational base for graduates who intend to follow a career in the bio‑technological applications of immunology.

In particular, the School intends to:

a) set up and run training courses of varying formats and levels, devoted to immunology and related subjects;

b) support and foster scientific research in the field of immunology and related disciplines by its Members;

c) organise national and international congresses, scientific meetings and seminars in these fields;

d) establish and manage a national library devoted to immunology;

e) edit and publish scientific information;

f) constitute and award grants to young Italian and foreign graduates in biomedical disciplines, so as to enable them to: 1) attend courses organised by the School; 2) support participation in research projects within the framework of national or international exchange programmes with other scientific institutions; 3) conduct research in laboratories belonging to private or public bodies;

g) pay expenses incurred by Italian or foreign researchers and experts while working in laboratories belonging to private or public bodies to promote and develop scientific co‑operation at national and international levels;

h) promote participation in scientific congresses and conferences, at home and abroad.

The Association reserves the right to draw up agreements with public and/or private institutions, both at home and abroad, in order to pursue the above mentioned aims.

 

Art. 4 - Assets and incomes of the Association

The financial assets derive from donations or contributions, of any type, credited to the Association by private or public bodies or individual donors or from a surplus of management costs.

In order to meet its obligations, the Association has at its disposal the following income:

• payments made by the Founding Members and by all those who join the Association;

• income deriving from the financial assets;

• income deriving from the Association’s activity.

The Board of Directors determines annually the minimum inscription fee to be paid upon joining the Association, and the annual membership dues.

Membership of the Association does not involve any other financial obligation,  apart from the initial inscription fee and the annual membership dues, but members reserve the right to provide other financial contributions to the Association.

Apart from the above-mentioned inscription and membership fees, no limits are placed on financial  donations. Financial donations cannot be reevaluated nor repaid, even should the Association be dissolved, or in case of death, expulsion or resignation of Members.

Payments do not involve other rights and, expressly, do not constitute joint shares subject to transmission to third parties, to transmission by descent or to any other kind of transmission.

 

Art. 5 - Founders, Members and Beneficiaries of the Association

The Association membership is constituted by:

• Founders or Founding Members;

• Ordinary Members;

• The Association Beneficiaries.

Membership is for an indefinite period of time and cannot be limited to a temporary period; Members retain the right to resign from the Association.

Members of the Association above the age of 18 years have the right to vote in the General Assembly of Members, to approve and modify the Statute and the regulations and to elect the governing bodies of the Association.

A Founding Member is one who participated in the constitution of the initial fund of the Association. The Board of Directors can nominate ‘Founding Member’ and ‘Ordinary Member‘ who, in a secret ballot, has received two-thirds of the votes of its elected members. The Board of Directors can motu proprio nominate ‘Founding Members’ the members of the Scientific Advisory Board and others who have distinguished themselves in the organisation and realisation of the School's activities and ‘Ordinary Members’ individuals showing a continuing interest in the School, as documented by regular participation in the School's activities.

Anyone who has joined the Association is a Member of the Association.

The Beneficiaries of the Association are those who benefit from the services that the Association intends to provide.

The division of members in the above-mentioned groups does not imply any difference of treatment concerning the rights of members within the Association. All members have the right to take part in the Association's activities.

Membership is not transmissible.

To join the Association, one must submit an application to the Board of Directors, stating he/she shares the aims of the Association, and undertaking to comply with its statute and regulations.

The Board of Directors shall pronounce upon membership applications within sixty working days of their receipt. Applications not explicitly approved during this time will be considered rejected. In case of non-approval  the Board of Directors must justify its decision.

Members of the Association can at any time notify their resignation. Resignations will become effective at the beginning of the second month after the month in which the Board of Directors received notification of resignation. In cases of motivated just cause, resignation will take immediate effect.

In case of nonpayment of membership dues or for other serious reasons, Members can be expelled following a resolution of the Board of Directors. Expulsion will take effect thirty days after its notification, which must include the reasons for expulsion, by the Board of Directors.

 

Art. 6 - The Bodies of the Association

The Association's Bodies are:

• The General Assembly of Members;

• The Chairman of the Board of Directors;

• The Board of Directors or Administrative Council;

• The Scientific Advisory Board.

The election of the Bodies of the Association must not be subject to any restriction or limitation and must conform with the principles of the highest freedom of active and passive electorate.

 

Art. 7 - The General Assembly of Members

The General Assembly is the chief body of the Association and is constituted by all its Members.

The General Assembly of Members is convened at least twice a year to approve the financial report of the preceding year (not later than 31 March) and the budget for the following year (not later than 30 October).

The General Assembly must also:

• nominate the Board of Directors, the Chairman and the Vice‑Chairman of the Board of Directors;

• outline the general guidelines of the Association's activity;

• decide changes in this Statute;

• approve the rules that govern the development of the Association’s activities;

• nominate the Scientific Advisory Board members for the next term;

• convey the general policy guidelines to the Board of Directors. In this context, the General Assembly will identify the cultural areas within which the School's educational activity will develop in the next three‑year period and select from among the Members of the Advisory Board those who will be expected to plan this activity. The latter sub‑group will perform this task for one year and will report to the Board of Directors, who will implement their decisions;

• decide about allocation of profits, funds, reserve funds or capital during the duration of the Association as allowed by the law and the present Statute;

• decide about the dissolution and the winding-up of the Association and the devolution of its total assets in accordance with the law.

The General Assembly of Members is convened by the Chairman when the latter deems fit or when a majority of Members, or at least three Directors, request. Extraordinary reasons excepted, the General Assembly is convened in the district of Naples.

A letter of convocation stating the place, day and hour of both the first and second calls, together with the agenda of the subjects to be discussed, shall be sent to all Members of the Association to the addresses on the membership list of the Association, not later than ten days before the meeting.

At a first call, the Assembly is constituted by and votes by at least one-half of its Members; at a second call, the Assembly is effectively constituted regardless of the number of Members. The first and second call meetings cannot be convened on the same day.

All Members, provided they are in good standing with their Association dues, retain the right to speak and to vote at the meetings, also by a proxy vote, the proxy ballot form being written at the end of the convocation letter.

The principle of individual voting applies, according to art. 2532 of the Italian Civil Code.

Any Member of the Association, unless he is a Director or an employee of the Association itself, can be appointed as a delegate. No delegate can hold more than two proxies.

Decisions are passed by the vote of the majority of attending Members.

Election of the Chairman, approval of regulations, changes in the Statute and allocation of the surplus of administration costs and of funds are passed by the majority of votes, both at a first call and at a second call.

Decisions about the dissolution of the Association and the devolution of the social assets are passed by two-thirds of votes, both at a first call and at a second call.

The General Assembly of Members is chaired by the Chairman of the Board of Directors or, in case of absence or indisposition of the latter, by the Vice-Chairman or by any other Member of the Association, as decided by the attending Members.

 

Art. 8 - The Board of Directors

The Association is administrated by a Board of Directors composed of six Members elected from among the Founding and Ordinary Members, by a simple majority by the General Assembly of Members, as well as by:

a) a maximum of two representatives of the public or private bodies sponsoring the School, according to a specific agreement and within the time limit of the sponsorship;

b) the School Director.

All elected members hold office for three years and can be re‑elected. The Board of Directors elects among its elected Members the School’s Secretary, also for three years, and can delegate another Board member to act as Treasurer.

The Board of Directors can delegate all or some of its powers to an Executive Committee, constituted by some of its members, or to some of its members.

The Board of Directors cannot delegate functions relating to the budget or to the financial report.

The Board of Directors is responsible, with full powers, for ordinary and extraordinary administration. It manages all the Association’s activities, in accordance with the lines indicated by the General Assembly and, on the advice of the Scientific Advisory Board, reports to the General Assembly of Members during the annual meeting.

In addition, annually the Board of Directors prepares the budget and the financial report and pronounces on:

a) admission of new members;

b) allocation of funds and, in general, all matters regarding income and expenditure  of both an ordinary and extraordinary nature that are necessary for the normal functioning of the Association.

In addition, the Board of Directors is responsible for:

a) contacts with the public and private organizations financing the School's activity;

b) decisions concerning the sites of the School's activity;

c) the maintenance and management of the School's administrative office.

The Board of Directors is convened by the Chairman when the latter deems fit or when a majority of the Board members request, and, in any case, not later than 31 January each year.

The convocation is sent to all Board members by letter or fax, at least three days before the meeting, or, in case of emergency, one day before, but not less, and shall indicate the place, day and hour of the meeting, as well as the agenda to be discussed.

The Board of Directors is considered valid and can take decisions in the absence of the above formalities, provided all its members are present.

The Board of Directors is chaired by the Chairman or, in case of absence or indisposition of the latter, by the Vice-Chairman or by any other Member of the Board of Directors, as decided by the attending members.

Board meetings will be minuted and the minutes will be signed by the Chairman and the Secretary.

A quorum of one-half plus one of the Board of Directors is required for the election of the Chairman, the Vice-Chairman and the Secretary. Voting is by simple majority. In other instances, decisions of the Board of Directors are passed by the majority of attending members.

The Chairman has the casting vote in case of a tied vote.

Voting is always public.

Should for any reason the majority of Board members not be reached, the whole Board of Directors is to be considered dissolved and must be re-elected. If, for any reason, a Board Member leaves office, the Board of Directors will coopt a new member who will hold office until next General Assembly. The substitution of the coopted member must be included on the agenda of the meeting. The new Board Member elected by the General Assembly will serve in office until the end of the term of office of the substituted Board Member.

Board Members are not entitled to any remuneration, apart from reimbursement of documented expenses incurred in relation to their office.

 

Art. 9 - The Chairman

The Association’s Chairman represents the Association with respect to third parties and the law. On a resolution of the Board of Directors, the Chairman can appoint a non-Board members as representative of the Association.

The Chairman is responsible for the ordinary administration of the Association, according to the directions of the General Assembly and of the Board of Directors. In case of necessity or emergency, the Chairman can also take measures of extraordinary administration. In the latter case, the Chairman must summon the Board of Directors to ratify his action.

The Chairman summons and presides at the General Assembly of Members and the Board of Directors, carries out their resolutions, sees to the good running of the Association, verifies adherence to the Statute and regulations and promotes their revision when necessary.

With respect to third parties and the law, the Association is also represented by each delegate Board Member, within the limits of the powers given him by the Board of Directors.

The legal representative of the Association can appoint attorneys for the execution of separate proceedings or groups of proceedings.

 

Art. 10 - The Scientific Advisory Board: duties

The School is divided in Cultural Areas, which are assigned to members of the Scientific Advisory Board, each of whom acts mainly within his specific area of expertise. The nature and number of such Areas can vary according to the development of the discipline and to the aims set by the School. In accordance with the duration of the term of office of the Scientific Advisory Board members, the Cultural Areas are defined every four years by the Board of Directors, upon consultation with the Scientific Advisory Board. At the lapse of the term, they can be confirmed or deleted.

 

Art. 11 - The Scientific Advisory Board

The Scientific Advisory Board is constituted by no more than 20 members, nominated by the General Assembly of Members, among internationally distinguished workers in the fields related to the Association's objectives.

The Members of the Scientific Advisory Board hold office for four years and can be re-confirmed. They will be substituted in case of resignation, permanent indisposition or death, for the remainder of the current four-year term. In addition to consultations related to plenary meetings, Scientific Advisory Board members may be consulted individually or in groups each time the School's Chairman or Secretary deems it necessary or upon the request of at least two-thirds of the Members of the Board of Directors. Reports of the Scientific Advisory Board Members not residing in Naples may be transmitted by post, telefax or electronic mail.

The Scientific Advisory Board establishes the School's general cultural and didactic policy. In particular, the Scientific Advisory Board:

a) prepares, upon instructions from the General Assembly, three-year programmes of the School's activity, which are then submitted to the Board of Directors for approval;

b) advises the Board of Directors as to the assignment of research funds and of fellowships, administered by the School, that are not otherwise committed;

c) examines and expresses its opinion about the proceedings relating to single activities initiated by the School;

d) promotes and may contribute to the organisation of the School's wide-ranging didactic programmes, namely multi-year formation courses (Euroconferences, master courses, etc.), practical courses, publishing;

e) can in turn consult other experts not belonging to the School.

Beside the afore-mentioned functions,  Scientific Advisory Board Members may be asked, singly or in groups, by the Board of Directors, to take responsibility for the detailed programming of didactic activity, including its organisation and management, in their respective areas of expertise. The organisation and management may be transferred to other School members or even to experts not belonging to the School.

Scientific Advisory Board Members are entitled to receive an honorarium (determined on each occasion by the Board of Directors) for attendance at meetings, to the reimbursement of travel expenses from and to their place of work and to reimbursement of expenses incurred in their place of work while acting on behalf of the School.

 

Art. 12 - Bodies of the didactic activities

A Director, a Secretary and a Faculty will ensure the Association's didactic activities.

The School Director is in charge of directing and running the School's teaching programmes. The Director, who is a member as of right of the Board of Directors, is elected by a simple majority by the General Assembly, among the Association's members. The School Director holds office for four years and can be re-elected.

 

Art. 13 - The Secretary

The Association's Secretary acts also as Secretary of the School. The Secretary of the School is responsible for co-ordinating didactic activities in collaboration with the Director.

 

Art. 14 - The Faculty

The Faculty is constituted by a variable number of teachers, who are appointed as required to teach theoretical or practical courses. Teachers who are appointed for single activities are entitled to reimbursement of expenses incurred in relation to the said activity, and to a remuneration to be determined yearly by the Board of Directors and included in the relative budget forecast.

 

Art. 15 - Budget for past and next financial years

The financial year of the Association ends on 31 December of each year. Each year, the account of expenditure for the past financial year and the budget for the next financial year must be prepared.

Not later than 28 February of each year the Board of Directors is convened for the auditing of the account of expenditure for the past financial year, to be submitted for approval to the next General Assembly.

Not later than 30 September of each year the Board of Directors is convened to prepare the budget for the next financial year, to be submitted for approval to the next General Assembly.

Both the account of expenditure for the past financial year and the budget documentation must be deposited at the administrative office of the Association, for a period of fifteen days before the meeting at the disposal of interested persons. The Association will provide a copy of these documents upon request and payment of the cost of copying.

 

Art. 16 - Surplus in Management

The Association is not allowed to distribute, directly or indirectly any profits or management surplus, funds, reserves or social assets, unless allocation and distribution are required by law.

The Association must spend profits or management surplus on institutional and related activities

 

Art. 17 - Dissolution of the Association

Should the Association be dissolved, the social assets must be given to other associations having analogous aims or devolved for the realization of public benefit purposes specified by the General Assembly of Members, unless required otherwise by law.

 

Art. 18 - Law to apply

What is not covered by the present Statute, is governed by the regulations in the field of public institutions included in books I and V of the Italian Civil Code.

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