By-laws of the Spaceguard Foundation (english translation)
This is the english translation of the by-laws of the Spaceguard Foundation.
original italian version
is also available: that is the only version valid from a legal point of
view, since the Foundation is starting as an italian association, which
could be in the future transformed into a real international Foundation.
BY-LAWS of the Association
The Spaceguard Foundation
Article 1: Association
An Association named The Spaceguard Foundation, hereinafter referred
to as the Association, is hereby incorporated, with registered office
in Rome (Italy).
Article 2: Characteristics of the Association
The Association shall be non-party, non-political and non-profit. All those
who believe it useful to pursue the objective proposed by the Association
may become members of the Association - regardless of country or nationality,
sex, race, political or religious faith. The Association shall be of an
international scope, free and independent of any government, political
organization or party. The English language shall be the official language
of the Association.
Article 3: Purposes of the Association
The Association shall have as its institutional purpose the protection
of the Earth's environment and the structure of human civilization. In
fact, at this time it is commonly accepted that in the past the Earth -
and it shall be in the future - has been subject to the bombardment of
solar system objects (comets and asteroids): in the most serious circumstances,
these impact events have the potential to jeopardize the survival of many
living species, including our own.
The main task of the Association shall be attained through the surveillance
and protection of the Earth from the impact of comets and asteroids (technically
defined NEO - Near-Earth Objects); the Association is therefore
an entity eminently oriented within the most general framework of scientific
research and shall pursue the following purposes:
In order to divulge its activities and give practical application to the
research and therefore to provide a valid contribution to environmental
safety of the international community, the Association proposes:
a) to promote and co-ordinate activities for the discovery, pursuit (follow-up)
and orbital calculation of the NEO at an international level;
b) to promote study activities - at theoretical, observational and experimental
levels - of the physical-mineralogical characteristics of the minor bodies
of the solar system, with particular attention to the NEO;
c) to promote and co-ordinate a ground network (the
backed up by possible satellite network, for the discovery observations
and for astrometric and physical follow-up.
In order to attain these objectives, the Association may take all the social,
political, cultural, economical and legal initiatives useful in attaining
its corporate purpose, on its own or in collaboration or in agreement with
Public and Private Entities, other associations, companies, international
to exchange and to propagate scientific, cultural, economic and social
information of general interest on a world-wide level;
to use existing observatories for the research, or to build and manage
its own observatories in the visible bands, infra-red and ultra-violet
of the electro-magnetic spectrum, as well as radar mapping facilities;
to create and manage a Spaceguard Institute for the purpose of carrying
out theoretical studies, to formulate operating proposals, to train young
scientists, to maintain contacts with the international scientific community
and with the other non-scientific organizations;
to finance and support a Co-ordination Center, with personnel and instruments,
for collecting, processing and recording data, as well as for the definition
of observation strategies of the Spaceguard System;
to promote information activities on possible or probable events in order
to provide national and international organizations entrusted to take all
those actions necessary to prevent or to limit possible environmental damage
deriving from the impact of the NEO;
to promote and to increase the production of full-length films, videos
and news bulletins, developing publishing in association, with the purpose
of divulging news and information on the state of the research, whether
through the press or on electronic network;
to promote and organize symposia, conferences and debates on the subjects
covered by the purposes of the Association.
Furthermore, it may promote the establishment of similar types of associations
abroad, having as their objective one or more of the purposes of this Association.
The Association shall therefore participate directly in the activities
of such other associations.
Article 4: Members
The members may be Italian and foreign citizens, natural or legal persons,
of any sex, race or nationality, political or religious faith who consider
it useful to contribute to the pursuit of the Association's purposes. The
membership shall be of the following categories:
Trustee Members shall be Italian or foreign personalities of
recognized scientific and cultural value, who wish to adhere to and to
morally support the objectives of the Association. Trustee Members, composing
the Committee of Trustees, shall be appointed upon proposal of the Board
of Directors by a majority vote of at least one-third of its Members with
the uncensurable opinion of its Members and shall be exempt from payment
of membership fees. The opinion of the Committee of Trustees may be requested
by the President, should amendments to these By-laws be necessary.
Sustaining Members shall be the founders who have executed the
Articles of Incorporation, those who shall have explicitly requested, via
e-mail, facsimile or normal mail, produced by one of the founders at the
time of execution of the Articles of Incorporation, to become Sustaining
Members, and Regular Members that have distinguished themselves by supporting
the development of the Association through a considerable economic contribution
and/or work commitment. The latter shall be appointed by the Board of Directors,
with a majority vote, upon the request of the President and their appointment
shall be temporary according to the judgment of the Board. Sustaining Members
shall be obliged to pay annual fees.
Regular Members shall be all those who intend to be actively
interested in the realization of the Association's purposes and who have
filed an application for membership, declaring to accept these By-laws.
Regular Members, whether natural or legal persons, shall pay annual
fees and participate, in the manner indicated in these By-laws, in the
Regular Meetings of the Members with the right to vote. Application for
membership as a Regular Member must be presented to the Board of Directors
which shall resolve by majority vote without giving its reasons.
Associate Members shall be those who limit themselves to finance
the Association's activities and are interested in the problems connected
with its purposes although not actively engaged in the pursuit of its purposes.
Associate Members shall not have voting rights.
Admission of Associate Members shall be resolved by the Board of Directors
with uncensurable vote which authorizes issuance of a membership card.
Article 5: Rights and Obligations of Members
Members shall have the right to enter the Association's premises and to
participate in all of the Association's initiatives.
Members shall be obliged to pay a fee in accordance with the By-laws
and any internal regulations and with the resolutions taken by the bodies
of the Association. Sustaining and Regular Members shall be eligible for
office, excluding the Presidency and Board of Directors, limited only to
Sustaining Members. Resignation from office shall be made in writing and
shall be effective upon receipt by the body from which the resigning party
is a Members.
Article 6: Expulsion and Withdrawal of Members
Members may withdraw at any time by giving written notice to the Board
of Directors, even through registered letter with acknowledgment of receipt.
A Member forfeits its position:
In the situations under letters b), c), d) and e) the forfeiture of membership
shall be resolved by the Board of Directors; such resolution may be appealed
to the Meeting of the Members within fifteen days of the communication.
a) by resignation, interdiction, death;
b) by not attending three consecutive meetings without justification;
c) by failure to pay membership fees within six months from the due date;
d) by actions contrary to the objective of the Association;
e) when public or private conduct is contrary to the purposes and prestige
of the Association.
Article 7: Assets and Revenue
The assets of the Association shall be composed by the movable and immovable
property in any manner acquired by purchases, gifts, legacies, inheritances,
or of the sums set aside for any purpose, in Italy or abroad.
The assets of the Association are indivisible. The assets shall be directly
managed by the Board of Directors, which may delegate the management to
The revenue of the Association shall be composed of:
The fees paid are not refundable and no Member shall have any right on
the Association's assets during the life of the Association.
regular annual fees paid by Members in the amount determined by the General
Meeting of the Members at the beginning of each financial year;
contributions and voluntary payments by Members and by third parties, including
public and private institutions;
any other revenue resulting from the activities or assets of the Association.
Article 8: Annual Accounts
The financial year shall run from January 1 to December 31 of each year.
The Board of Directors shall, by April 30 following the closure of each
financial year, draw up the final balance sheet and the budget for the
current year and shall submit them to the General Meeting of the Members
Article 9: Organization
The Bodies of the Association shall be:
Committee of Trustees;
Assembly of the Members;
Board of Directors;
Article 10: Committee of Trustees
The Committee of Trustees shall be composed of all the Trustee Members.
The Committee shall be the consulting body of the President on all matters
concerning the affairs of the Association. Upon the President's request,
the Committee shall issue an opinion, in particular on amendments of the
By-laws of the Association.
Article 11: Assembly of the Members
The Assembly of the Members shall be the body of the Association for passing
resolutions. The President shall call the regular Assembly, in Italy or
abroad, at least once a year and a special Assembly when he/she deems it
necessary or when requested by at least one-third of the Board of Directors
or at least one-third of the Sustaining and Regular Members. All Members
who have paid their membership fees at the time of the calling of the Assembly
shall have title to attend the Assembly of the Members. The Board of Directors
may call the Assembly of the Members on electronic network, with the modalities
indicated in this Article.
The Assembly of the Members shall:
The Assembly shall be called by a notice to be sent by facsimile, regular
or electronic mail, at least thirty days before the date set for the Assembly.
The notice of the Assembly shall contain a list of the items on the agenda,
the date and the place where the meeting is to be held or if the meeting
is to be held on an electronic network. In the first case, two consecutive
calls shall be provided, while in the second case, the duration period
of the discussion shall be indicated.
provide for the election of the Board of Directors, whose members shall
be elected among the Sustaining Members;
discuss the program and the essential direction of the Association's activities,
by furnishing the Board of Directors with basic indications;
examine the general problems of interest to the Association;
establish the amount of the annual membership fees;
ratify the amendments to the By-laws, after they have been resolved upon
by the Board of Directors.
Members may be represented at the Assembly by other Members, who shall
not be in conflict of interest with respect to the items on the agenda,
by proxy to be sent to the registered office of the Association by facsimile
the day before the first call or the beginning of the discussion.
In the event that the Assembly is held on an electronic network, the
Members' votes for each resolution shall be confirmed - under penalty of
invalidity - in addition to the electronic message, by facsimile on the
same day in which the voting takes place. The Secretary of the Association
shall count the valid votes and shall inform the President on the same
The Assembly shall validly resolve by an absolute majority of Members
expressing a vote in compliance with this article, regardless of the number
of Members present.
The Secretary of the Association shall draw up the minutes of the Assembly,
to be signer by the President of the Board of Directors. If the Assembly
of the Members is called on electronic network, the minutes shall consist
of the collection of all messages received within the terms indicated in
the call of the Assembly.
Article 12: Board of Directors
The Board of Directors shall be composed of three to seven members selected
among the Sustaining Members. It shall meet upon call by the President,
also by electronic network.
The Board of Directors shall be invested with full powers for ordinary
and extra-ordinary administration of the Association and shall have the
authority to carry out any operations useful in attaining the purpose of
the Association, with the only exception of those reserved by these By-laws
to the Assembly of the Members.
The Board of Directors shall:
The Board of Directors shall resolve by a majority vote of its Members.
elect a President and a Vice-President of the Association from its own
Members, in the first meeting of the Board after the elections;
elect, even among Regular Members, a Secretary and a Treasurer;
appoint Trustees and Sustaining Members and admit Regular Members;
call Assembly of the Members, if necessary or upon the request of at least
one-third of those having the right to do so;
prepare the budget and final balance sheet and submit them for approval
by the Assembly of the Members by April 30 of each year;
resolve, by majority of two thirds of its members, possible modifications
to the present By-laws which shall be ratified by the Assembly of the Members;
if not ratified, these modifications shall not be valid.
implement the resolutions of the Assembly;
promote and formulate proposals and initiatives to submit to the Assembly;
take all other actions appropriate for the attainment of the Association's
objective within the framework of the indications given by the Assembly
of the Members.
The term of office, renewable, shall be six years; every three years
half of the members will be renewed, the others lasting for three more
years in order to ensure continuity.
For the 2002 elections of the Members of the Board of Directors, one
of the current four Members elected in 1996 will be reappointed for a reduced
term of three years, while three more Members will be regularly elected
for six years among the Sustaining Members.
Article 13: Presidency
The President shall be elected by the Board of Directors by secret ballot
and by a majority of its Members. The term of the office shall be for three
years and is renewable.
The President shall:
The President shall have the authority to open regular current accounts,
in Italy and abroad, with credit institutions and carry out any operations
of ordinary administration. He/she may also issue special and general powers
be the legal representative the Association, in Italy and abroad;
call and preside over Assembly of the Board of Directors and of the Assembly
of the Members;
take care of the implementation of the resolutions;
co-ordinates the Association's activities.
The Board of Directors shall give special authorization for matters
beyond those of ordinary administration.
Article 14: Vice-President
The Vice-President shall replace the President each time the latter is
impeded or absent. He/she may also be granted written authority for individual
transactions of ordinary administration.
Article 15: Secretary
The Secretary shall draw up the minutes of the Assembly and of the meetings
of the Board of Directors to which he shall participate, attend to correspondence,
and shall be responsible for keeping the records and documents of the Association
and shall provide - also with the help of collaborators - the translation
into the Italian language of all those documents that must be drawn up
in the Italian language according to law. The term of the office is for
three years and is renewable.
The expenses regarding the operation of the Secretary's office shall
be borne by the Association.
Article 16: Treasurer
The Treasurer shall be responsible for the Association's funds. Expenses
shall be authorized by the President, or in case of absence or impediment
of the same by the Vice-President or, in case of absence or impediment
of both, by a Director, and the related documents shall be kept, also for
purposes of legal requirements.
The Treasurer shall remain in office for three years and can be reconfirmed
not more than two times.
Article 17: Gratuity of Offices
The Association's offices shall be gratuitous. Authorized and documented
expenses may be reimbursed.
Article 18: Dissolution
In the event of dissolution of the Association, for any reason whatsoever,
the property of same shall be devolved according to the methods established
by the Assembly of the Members and shall be resolved with a majority vote
of at least two-thirds of the Members in compliance with the provisions
Article 19: Final Provisions
For matters not provided for by this By-laws, reference should be made
to the provisions of the laws in force.
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Last modified: 9 April 2002