Statute

The association is registered in Italy from 26 July 2016 (Series 3  N.7466)  as not for profit organization on the Italian Tax Office. Italian statute version here.

STATUTE

Cultural Association “ Power Progress Community”

Definitions

  • Open Hardware: ( from https://en.wikipedia.org/wiki/Open-source_hardware )The term usually means that information about the hardware is easily discerned so that others can make it – coupling it closely to the maker movement.[1] Hardware design (i.e. mechanical drawings, schematics, bills of material, PCB layout data, HDL source code[2] and integrated circuit layout data), in addition to the software that drives the hardware, are all released under free/libre terms.
  • Open-source software (OSS): ( from https://en.wikipedia.org/wiki/Open-source_software ) is computer software with its source code made available with a license in which the copyright holder provides the rights to study, change, and distribute the software to anyone and for any purpose.[1] Open-source software may be developed in a collaborative public manner. Open-source software is the most prominent example of open-source development.
NAME – HEAD OFFICE – GOALS

ART. 1

The “Power Progress Community” is established as a cultural association, the registered office is in via Accademia 53, 20131, Milano. The change in the registered office address does not requires changes to the present statute.

ART. 2

The association is a free, apolitical, non-denominational and non-profit, with the perspective of unlimited duration.

ART. 3

The Association promotes and disseminates software (especially open source software), and open hardware (with focus on, but not limited to, PowerPC and OpenPower architectures) with the aim of sharing knowledge and expertise.

The association will facilitate access and use of these open hardware solutions to a broader range of potential users, included those not accustomed to any computer use.

The Association’s goals are:

  • facilitating the adoption of software for open hardware solutions by individuals, private, and business users, non-profit associations, and the public sector, especially in the educational and research sectors;
  • making fully useable old or dismissed hardware which is extremely cheap thanks to open source software solutions, making the platform accessible to people that cannot afford the latest hardware generations;
  • promoting digital literacy and spreading the awareness and use of technological solutions based on open source operating systems;
  • supporting and improving the innovation and the scientific progress aimed at a variety of provisions, helping reducing the risk of monopolistic situations;
  • making heterogeneous open hardware prototypes that will be accessible to a broader range of potential users, following the open hardware philosophy where possible;
  • promoting activities for porting to open hardware solutions the existing software already available for other platforms, the development of new software, the maintenance of the existing software, and the localization of the related documentation.

The Association, in order to pursue its goals, adopts these strategies:

  • deal with socio-cultural activities such as meetings, conferences, seminars, courses and research activities, also in coordination with other associations, non-profit organizations, national, European or international public authorities;
  • promote the re-use and a correct waste disposal of dismissed hardware components;
  • make, distribute and spread technical, cultural, and educational material;
  • occasionally organize crowdfunding and fundraising campaigns, only for achieving the goals of the Association;
  • collect, archive, and making publicly available documentation, possibly by means of establishing an information centre, in accordance with the laws in force, especially those intellectual properties related;
  • promoting the technical assistance, and hardware and software maintenance for open hardware solutions.

The Association may perform commercial activities only if aimed at supporting its own existence, and consistently to its institutional goals and the cultural framework depicted in this statute.

MEMBERS
  • ART. 4

The number of members has no limit; anyone who share the goals of this statute, and of recognized respectability and moral standing, can join the association, no matter the gender, nationality or country of residence.

  • ART. 5

Members are classified into three categories:

  • Founding members: those who participated in the establishment of the Association;
  • Ordinary Members: those who ask to join the Association, by submitting an application for admission according to the rules laid down by Article 6 of this Statute;
  • Supporting Members: natural person or a legal entity, public or a private organization, interested in the pursuit of goals and development of the Association. Legal entities or organization may participate in the community life through a legal representative or other delegated person.

It is expressly excluded the temporary participation in the community life.

  • ART. 6

The admission of members is done at the request of the interested parties, acceptance of the application for admission of new members is decided by the Board. When admitted, members must their admission fee and the annual participation fees or membership fees that is previously fixed by the Board.

Shares or membership fees are solely related to the account holder and are not transferable to third parties.

The membership fee is not subject to revaluation.

Any revaluation of membership fee must be voted for using Absolute Majority by the Assembly of Members.

  • ART. 7

Membership entails the right to use co-location facilities, to participate in organized events and to use the equipment made available to members of the Association.

The members are obliged to respect the statute, the internal regulations and the resolutions adopted; to pay the admission fee and the annual fee as it was approved by the competent bodies.

  • ART. 8

The membership can be lost for the following reasons:

  1. death;
  2. resignation;
  3. expulsion;
  4. More than six months delay in dues payments.
  • ART. 9

Grounds for exclusion are:

  1. Do something against the smooth running of the Association and hamper its development;
  2. committing and/or cause serious disorders during the meetings and events;
  3. embezzle social funds or anything else owned by the Association;
  4. cause moral or material damage to the Association and to the places of its relevance. In case of fraud, the damage must be fully compensated.

The expulsion sanctioned by the Executive Board is effective on the thirtieth day following notification by the exclusion measure, which must state the reasons for which the exclusion was deliberated.

Any member may withdraw from the Association at any time. The withdrawal takes effect from the beginning of the second month following the month in which the Board receives notification of intention to withdraw. In case of substantiated cause the withdrawal takes place immediately.

ASSOCIATIONS BODIES
  • ART. 10

The bodies are:

  1. Assembly of Members;
  2. Governing Board;
  3. The Board of Auditors;
  4. The Board of Arbitrators.
  • ART. 11

The most important body of the Association is the Assembly of Members. The Assembly of Members shall be convocated by the Governing Board, and it should take place at least once every year.

  • ART. 12

The ordinary Assembly of Members shall handle the topics reported in the agenda, and in any case:

  1. Approve the budget and the balance-sheet;
  2. Naming and withdrawal of the people in charge and the election date;
  3. Approval and changes to the Statutes of the Association and the governing rules;
  4. Discussion of the broad guidelines and approval of the performed and planned activities of the Governing Board.
  • ART. 13

The Assembly of Members is called by the President in agreement with the Governing Board. The President calls extraordinary Assembly of Members under request of either the Governing Board, the Board of Auditors, or at least a third of the Members.

The Assembly of the Members is called electronically (either by e-mail, on the Association public website, or using any social media) at least seven days in advance.

The Assembly of the Members can take place independently from the Members location, that may gather physically together in one place, or may participate using remote audio/video calls, at the condition of keeping the Assembly collaborative, principle of good faith, and fair treatment of each participant.

It is particularly important to:

  • Let the President check each participant identity, if they are legitimate participating, the regular and smooth functioning of the Assembly, and finally, note and announce the Assembly outcome;
  • Let the person in charge of taking notes to clearly sense all Assembly events and discussions;
  • Let the participants participate in the discussions and at the voting of the topics reported in the agenda.
  • ART. 14

In order to consider valid any resolution proposed during the Assembly on a first call, both the absolute majority of members should be present, and absolute majority of the votes validly cast are required. In case of an Assembly on a second call, a proposed resolution may be considered valid whatever is the number of participants.

First and second convocation can be fixed during the same day, at least with an hour difference between the two calls, as long as reported in the notice concerning the Assembly.

  • ART. 15

Any participant, does not matter if a founder or an ordinary member, has only one vote.

Members can vote using a proxy also. The power of attorney can be given only to another member that has already the voting right. A member may not be given more than two proxy votes.

  • ART. 16

Resolution are accepted using an open vote only. The Governing Board, or at least half of the Members, can propose to adopt a secret ballot. The proposal must have been accepted by the absolute majority of the voting members.

  • ART. 17

The Assembly of the Members is chaired by the President of the Governing Board or, in case of his/her absence, by a Member indicated by the Assembly.

  • ART. 18

The Association is administered by the Governing Board which is composed by the three members (President, Vice-President, and Secretary-General) that are elected by the Assembly of the Members. In case of the first appointment, the naming of the Governing Board is reported in the Association constituent act.

The Governing Board shall be appointed for a term of three years, and is renewable.

  • ART. 19

The Governing Board has the most extensive rights for managing the Association, and can perform all actions and tasks for the business as usual that falls under the Association’s goals, with the exception of those tasks reserved to the Assembly of the Members by law.

In details, the Governing Board must:

  1. Prepare the cultural and societal activities plan of the Association;
  2. Decide upon new member admittance;
  3. Decide disciplinary actions, and possible expulsion, of a member;
  4. Taking care of all movable and immovable property of the Association entrusted to it;
  5. Implement the resolutions of the Assembly of the Members;
  6. Prepare the annual budget and the annual accounts.
  • ART. 20

The resolutions by the Governing Board are accepted with the majority of the votes of its members. In the event of a tied vote, the President shall take the final decision.

  • ART. 21

The President of the Governing Board runs the Association and shall represent for all intents and purposes in the face of third parties and in court.

The President shall be generally responsible for the management of matters concerning the Association and its smooth running. Any legislative acts engaging the Association with third parties shall be signed by the President.

The President supervise in particular the implementation of the resolutions by the Assembly of Members and by the Governing Board.

In cases of urgency, the President may use the powers conferred to the Governing Board granted the approval of the Governing Board at its first meeting.

  • ART. 22

The Board of Auditors is composed by a minimum of two, and a maximum of three members.

The role of Auditor is not compatible with a position in the Governing Board.

The Board of Auditors shall be appointed for a term of three years, and is renewable.

The Board of Auditors takes care of the register of the Auditors meetings, checks the regular accounting of the Association and related accounting ledgers, give opinions on the budget, decide on the appeal against member’s expulsion, shall take part in the Assembly of the Members as of right and in the meetings of the Governing Board, and during these meeting has the faculty of speaking, but cannot vote.

  • ART. 23

The Assembly of the Members can name the Board of Arbitrators, which is composed by three members.

The role of Arbitrator is not compatible with a position in the Governing Board.

The Board of Arbitrators shall be appointed for a term of three years, and is renewable.

The Board of Arbitrators shall elect its own President.

The Board of Arbitrators will monitor the correct application of the Statute, and on that the elections of the bodies of the Association run smoothly.

The Board of Arbitrators meets under request of the President, or under the joint request its members, and shall act by a majority of its members.

The Board of Arbitrators participate to the Governing Board meetings, but cannot vote.

  • ART. 24

The constituent act of the Association can be modified, based on a proposal from the Governing Board, by the Assembly of the Members composed by at least of the half voting members.

  • ART. 25

The dissolution of the Association must be approved by the Assembly of the Members, with the absolute majority of the members, and included two third of the founding members.

In case of dissolution, the Association must devolve all of its assets to another association having similar goals or having a goal of public benefit, having heard the inspection body mentioned in the Italian law at art.3, 23 December 1996 n.662, unless a different beneficiary is imposed by law.

ASSOCIATION’S ASSET
  • ART. 26

The asset if made of:

  1. Movable and immovable properties that will be owned by the Association;
  2. Any reserve funds obtained from any budget surplus;
  3. Payments, donations, or bequests.

The revenues of the Association are made of:

  1. Membership fees that will be fixed by the Governing Board every year;
  2. Contribution from public authorities, local authorities, banks, and any type of authority;
  3. Benefits resulting from organised events or participation in third party events;
  4. Any other income that contributes to the assets increase.
  • ART. 27

The Association cannot distribute, even indirectly, any income, surplus, or funds, reserves or capitals during its existence, unless destined or its distribution is imposed by law.

Any possible surplus must be reinvested into the activities of the Association.

OTHER FINAL PROVISIONS
  • ART. 28

The financial year end the 31st of December of every year. By ninety days from the end of the financial year the Governing Board will prepare the balance-sheet and the budget provisional budget for the next financial year.

  • ART. 29

Members of the Association agree in not taking any legal actions for issues related to the Association. All disputes that might arise between the Association and members, or among members in the normal course of the Association’s activities, will be submitted to the judgement of the Assembly of the Members, or of a person (mediator or arbitrator) elected by the Assembly.

  • ART. 30

The Association, in order to promote its smooth functioning, the activity of each body, and the achievement of the Association’s goals, may make use of all those available data communication procedures for sharing information in real time.

  • ART. 31

For what it may concerns anything not covered by this statute, the Association shall adopt those provisions of the Italian Civil Code as specified by the law itself.

The founding members

ROBERTO INNOCENTI (PRESIDENT)

LUIGI VIGANI (VICE-PRESIDENT)

MARIO LOCATI (SECRETARY-GENERAL)

ALBERTO PERO (ADVISOR)

RICCARDO SIRONI (ADVISOR)

ROBERTO GUARDATO (ADVISOR)

Date of foundation 22  July 2016