I - GENERAL PROVISIONS
Article 1 – Constitution
The "CLEF" Association is established as a nonprofit Association.
The Association is established for five years. This period can be extended in accordance with the provisions of Article 15 of this Statute.
The Association is governed in accordance with Articles 36 and successive of the Italian Civil Code.
The Association shall have its office in Padua, Via Gradenigo 6 / B, at the premises of the Department of Information Engineering of the University of Padua.
The website of the Association will be http://www.clef-initiative.eu/.
The registered office can be transferred at any time, subject to the decision of the General Assembly of the members pursuant to Article 15 of this Statute.
Secondary offices or other local units can be established in Italy and / or elsewhere.
Article 2 - Object and purposes
The Association aims at promoting scientific and technical progress in the field of information access, use and evaluation and at coordinating the activities of the members.
In order to achieve its objectives, the Association will promote several activities, in particular it will:
- sustain and promote the "CLEF" (Conference and Labs of the Evaluation Forum) evaluation series and provide support for their coordination, organization, and running;
- foster the adoption and exploitation of large-scale shared experimental collections, making them available under appropriate conditions and trusted channels, and share experimental results and scientific data for analysis and reuse;
- support the adoption and deployment of software and hardware infrastructures which facilitate the experimental evaluation process, the sharing of experimental collections and results and the analysis of the relative experimental data;
- organize educational events, such as summer schools, and knowledge-transfer activities, such as workshops, in order to spread know-how about information access and to promote and stimulate alternative viewpoints about its technical, economic, and societal implications.
In order to achieve its objectives, the Association will perform all necessary activities, such as:
- provide grants and scholarships, through calls for proposals, addressed to third parties and/or members;
- organise seminars, workshops, summer school, educational and training activities, in the context of the funding programs.
II - MEMBERS
Article 3 – Admission
The members of the Association are all individuals or legal entities, both public and private, that share its objectives and are committed to achieve them.
Applications for membership should be submitted to the Executive Committee, stating agreement with the aims of the Association and expressing commitment to approve and to observe the Statute and Regulations and any resolutions of the governing bodies.
Applications are submitted through the on-line form on the website of the Association.
The Executive Committee will decide on the admission within 30 days of receipt of the application. After this deadline the application is considered to be accepted.
The admission of a new member shall be subject to payment of a membership fee.
Honorary members are exempted from paying the admission fee.
Article 4 – Membership
Membership of the Association shall be open-ended, subject to the right of withdrawal.
All members over the age of 18 years have the right to vote and to be elected.
Members participate in the activities of the Association on a voluntary basis, without remuneration, with the exception of the reimbursement of expenses incurred exclusively in the performance of institutional functions on behalf of the Association.
Members are classified into categories as follows:
- ordinary member: are those who share the purposes and principles of the Association and contribute financially to their attainment;
- founding members: are the natural or legal persons who have signed the Constitution Act and those who, subsequently, with decision of the Executive Committee will be admitted with this status in relation to their work in the Association;
- honorary member: the title of Honorary Membership may be granted to persons who, for particular merits, the Association considers appropriate to give this role;
- Public or private institution member: Institution member are represented in Association by its staff: up to 5 names that acquire the rights of ordinary members (except the rights to vote at the General Assembly Meetings that will be reserved for a single representative).
The admission fee and the membership fee will be established annually by the Executive Committee, with a resolution to be submitted to the General Assembly for approval.
Article 5 – Membership Termination
Membership is terminated in accordance with the provisions of this Statute.
In case of noncompliance with the obligation to pay the membership fee, participation in the Association will be terminated, starting from the year to which the membership fee refers.
Members should announce withdrawal from the Association, by sending a registered letter with acknowledgment of receipt to the Executive Committee. Withdrawal will take effect from the receipt of the letter by the Executive Committee.
The withdrawing member shall maintain his/her/its obligations towards the Association, in particular those arising from the participation in activities funded by third parties.
Any member can terminate his/her/its participation for good reason.
All members shall observe the provisions of this Statute and any internal regulation, according to the decisions taken by the competent bodies.
In case of gross misconduct or prejudicial behavior damaging the Association, the Executive Committee shall be entitled to establish the following sanctions: recalling, warning, termination from the Association.
The termination shall be effective from the thirtieth day following an adequately motivated notification of the decision of the Executive Committee. The member, for whom exclusion is proposed, will not have the right to participate in the deliberation.
Termination of membership shall also entail the termination of any position or function within the Association.
Article 6 – Liability
The Association is liable with its patrimony for obligations towards third parties.
The persons who acted on behalf of the Association shall be severally and jointly liable with the Association with respect to its obligations.
Members who terminated his/her/its participation in the Association shall be liable for the debts of the Association arising up to the time of termination.
III – ORGANS
Article 7 - Organs of the Association
The Organs of the Association are as follows:
- the General Assembly;
- the Executive Committee;
- the President.
Article 8 – The General Assembly
The General Assembly shall be composed of all the members of the Association.
It shall be chaired by the President or, in his absence, by a member appointed by the General Assembly.
The General Assembly shall meet in ordinary session upon convocation of the President at least once a year, in order to approve the annual balance sheet and the budget plan.
The General Assembly should be convened by the President, upon the request of the Executive Committee or of at least one tenth of the members.
In the first convocation, the General Assembly will be valid if the majority of members are present, and deliberations will be valid with the majority of votes. In the second convocation, decisions will be approved by the majority of members present.
The General Assembly can also be held in electronic form, via telephone, email exchange or other forms as decided by the President.
Members are entitled to attend the General Assembly and to vote, if they are in compliance with the payment of membership fee.
Each member is entitled to express one vote.
Each member can be represented at the General Assembly by a delegate, by submitting a proxy signed both by the member and by the delegate.
Single delegates cannot represent more than three members.
The General Assembly shall be convened by written notification or publication on the website at least thirty days before the date set for the meeting.
The notice shall contain the agenda of the General Assembly.
The agenda can be integrated with proposals of the members.
Such proposals shall be submitted to the President via email or by a form available on the website of the Association, at least 15 days before the date of the General Assembly.
The agenda should be integrated during the Assembly, only if approved unanimously.
The General Assembly shall:
- deliberate on the election and termination for justified reasons of members of the Executive Committee, and the President and the Vice President; in the initial phase, the President and the Vice-President shall be appointed within the Act of Constitution of the Association, until revocation by the General Assembly or expiry of the mandate;
- approve the annual balance sheet and the budget plan;
- outline the general guidelines of the Association;
- change the duration of the Association;
- validate the amount of the fee approved by the Executive Committee;
- approve the transfer of the registered office of the Association;
- amend the Statute;
- approve any internal regulations;
- decide the allocation of earnings, funds, reserves of capital during the lifetime of the Association, subject to the prohibition of distribution to the members;
- approve the dissolution and liquidation of the Association and the devolution of its patrimonial assets.
The decisions of the General Assembly shall be reported in the form of the minutes signed by the President and a secretary appointed by the Assembly itself.
Article 9 - The Executive Committee
The Association shall be governed by an Executive Committee composed of the following members:
- Other three members elected by the General Assembly.
The Executive Committee shall last for five years.
Executive Committee members can be re-elected.
Participation in committees of the Association will be non-remunerative.
The Executive Committee shall meet upon invitation of the President and in case of request of at least two of its members, and at least once a year.
Deliberations of the Executive Committee shall be held valid only if at least the half of the members were present.
In case of a tie, the vote of the President shall prevail.
The Executive Committee shall be chaired by the President and, in his absence, by the Vice President or by the oldest member of the Committee.
Executive Committee meetings shall always be recorded in minutes to be approved by the present members.
In case of withdrawal, death or exclusion of a member of the Committee, the Assembly shall replace this member. The newly appointed member shall hold office until the expiry of the mandate of the Committee.
The Committee shall be vested with the broadest powers for the ordinary and extraordinary management of the Association, within the limits of available funds of the association.
In particular, the Executive Committee shall ensure the preparation of annual budget sheet and regulations, which must then be approved by the Assembly.
The Executive Committee shall establish other Committees, temporary or permanent, in order to ensure the realization of the objectives of the Association or with consulting functions. The functioning and organization of such Committees shall be ruled by regulations approved by the Executive Committee.
In particular, the Executive Committee proposes as Committee for the scientific coordination of the "CLEF" Evaluation Initiative, the present CLEF Steering Committee.
Article 10 - The President
The President shall be appointed for five years and can be re-elected.
The President shall:
- be the Legal Representative of the Association in respect of third parties and in the legal proceedings;
- implement the decisions of the Assembly and the Executive Committee;
- in exceptional cases, perform acts of ordinary administration.
The President can delegate the performance of specific tasks or functions to the Vice President.
In addition, the Vice President will assume the duties of the President in case of his/her impediment.
Article 11 – Funds
The Association shall gather its resources from:
Article 12 - Financial Statements
The financial year of the Association shall begin on 1 January and end on 31 December of each year.
The budget plan and annual balance sheet shall be approved by the General Assembly every year within the month of April.
The financial statements shall be made available thirty days previous to the General Assembly convened for their approval, and accessible by any member.
Article 13 - Management surpluses
The Association shall not distribute, even indirectly, profits or surpluses, funds, reserves of capital during the lifetime of the Association, unless the use or distribution is required by law.
The Association has no obligation to take profits or operating surpluses for the institutional activities and those directly connected to them.
Article 14 - Dissolution and Liquidation
The dissolution of the Association should be approved by a majority of two-thirds of the members of the Association both in first and in second convocation.
The President shall act as liquidator.
Article 15 - Amendments to the Statute
Proposals to amend the Statute should be proposed by the Executive Committee or by at least 30% of the members of the Association.
Amendments to the Statute should be approved by the vote of at least three fourths of the members attending the Assembly, and provided that such share represents the majority of the members entitled to vote.
Article 16 - Applicable law
The Association shall be governed by Italian Law, in particular by the dispositions of Book I of the Italian Civil Code and other applicable provisions.
- fees and contributions;
- heritage and legacies, donations and other charitable donations;
- revenues from sales of goods and provision of services and the exploitation of intellectual property;
- donations of members and third parties;
- revenues from organizations of events;
- any other income consistent with the social objectives of the Association.