Statute

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EUROPEAN INTERREGIONAL COMMITTEE FOR THE DEVELOPMENT OF INNOVATIVE ENERGY – ENVIRONMENT SYSTEMS

Art. 1 CORPORATE NAME

The “European Interregional Committee for the development of innovative Energy – Environment Systems” was established thanks to an initiative of an international group of University and Industrial Researchers, Industrial Managers, Safety and Environment Protection Experts with the participation of Research Institutes, Advanced Technology Companies and Individual People listed in the annexes.

Art. 2 MEMBERS AND ORGANS OF EUROSEA COMMITTEE

Eurosea Committee is composed by Honorary Members and Members listed in the Deed of Incorporation. The Scientific and Technical Council is composed by the Honorary Members, who are exclusively individual people. The Members can be Companies, Institutes or individual people.

Eurosea Committee Organs:

a) Assembly, which is the deliberative organ;

b) Executive Committee, which puts into effect the Assembly resolutions;

c) Chairman of the Committee. He is elected, by absolute majority among the entitled Members, by the Assembly. He is also at the head of the Executive Committee. The Chairman is the Legal Representative of the Committee and he is entitled to put into effect the Assembly resolutions.

In order to carry out his duties the Chairman can be assisted by the one or more Members of the Assembly.

Art. 3 ASSEMBLY

Members of the Assembly:

a) two representatives, designed in writing by the Members of the Scientific and Technical Council;

b) a representative for each Institution or Company, which are Members of Eurosea Committee, designed in writing by them;

c) every Member, that is an Individual Person.

As stated in art. 13, by absolute majority the Assembly can authorize any further Individual Person, Companies, Public and/or Private Bodies, Research Institutes to join Eurosea Committee as Honorary Members or Members, if they have the required qualifications and they wish to support Eurosea Committee to reach its objectives.

The Assembly must define the strategical activities to be developed by Eurosea Committee and show all the actions to be carried out in order to reach the objectives indicated in art. 5.

Art. 4 EXECUTIVE COMMITTEE

The Executive Committee is constituted by the Chairman and five members, elected by the Assembly members by absolute majority among those present.

At least one of the members of the Executive Committee should be a member of the Scientific and Technical Council. The Executive Committee continues in office for two years and its members can be reappointed. It is the executive organ of the Assembly directives and it is responsible for the management and the ordinary activities of the Committee. It can entitle, also beyond its members, Commissions or Working Teams for activities, which require technical and scientific competence or for qualified teaching, economical analysis and promotional activities and it can entitle representatives of Honorary Members and Members for particular functions.

The Executive Committee has to submit a detailed program of the activities to be developed and the relative business plan to the Assembly within 30th June of every year.

Art. 5 OBJECTIVES

Eurosea Committee is a non-profit organization and aims at the following objectives:

1. Promote studies and research related to:

  • innovative systems and technologies related to production, transport and rational use of energy coming from different sources, not only renewable ones, with particular reference to the reduction of environmental impact;
  • systems for Environment conservation, tools and monitoring nets, aimed at the preservation of habitat, health and Environment resources;
  • biomedical and bioengineering technologies, with particular reference to those involved with radiation, as hadrontherapy and borontherapy or those dedicated to handicapped people;

2. Develop business plans, mathematical modeling by means of dedicated software, broad projects and system tests, processes and service nets related to the above-mentioned technologies, if they can be developed at an industrial level. Promote the technological transfer of know-how and the results acquired during the above-mentioned research activities to companies operating in the Energy, Environment, Protection, Biomedical and Metrology field, both by means of cooperation agreements, and requiring the direct participation of the Companies in the research activities development and for the creation of prototypes. All the above guaranteeing the right of pre-emption, conditions being equal, during the project activities and in the supply of goods and services to Companies or to Institutes, which are members of Eurosea Committee;

3. Collect the scientific-technical, organization and economical elements, necessary to promote, upon initiative of the Committee itself, the establishment of national or international Companies or Consortia in order to develop projects for demonstrative plants related to energy, ecology, protection or bioengineering, monitoring systems supply and Environment protection;

4. Stir up interest and stimulate cooperation co-ordinated by Universities, Scientific and Cultural Organizations, Private and Public international and EU Bodies, in order to reach the above-mentioned objectives.

Art. 6 ACTIVITIES

Within the objectives mentioned in art. 5 Eurosea Committee can:

a) stimulate suitable subjects so that they can support Eurosea Committee to reach its statutory objectives, also promoting Companies and Consortia, which can design and realize the plants and the energy-ecological and protection processes, as stated in art. 5 in its Statute;

b) spread knowledge within Scientific, Economical, Institutional and Information sectors and in every area that it is considered qualified, in order to put in operation Eurosea Committee programs;

c)promote the set-up of Training, Project and Trial Groups, as well as the cooperation with similar Groups, already existing in Italy, in EU and in East Europe;

If the Members of Eurosea Committee were involved in any common activity, the relative intellectual property should be protected.

Art. 7 LABORATORY

In order to carry out all its statutory functions Eurosea Committee can make use of a Laboratory, the activation and consistency of which will depend on relevant public and/or private funds. The Laboratory activities will be coordinated by one or more Honorary Members and/or Experts selected by the Assembly.

The laboratory can be constituted by a researchers team operating full or part-time, possibly with time contracts, as well as personnel temporary moved from Companies, Institutions and Scientific Bodies, which are members of Eurosea Committee, or External Institutes, which wish to contribute, by means of management and financial support, to reach Eurosea Committee objectives.

As far as the laboratory is concerned, Eurosea Committee Members will not be charged, unless they approve it in advance.

Art. 8 LABORATORY FUNCTIONS

The laboratory will have the following functions:

a) collect documents dealing with the international state of know-how related to innovative technologies in the Environment and Energy field and improve cooperation between Research Institutes everywhere, which are involved in the activities mentioned in art. 5;

b) carry out scientific and technological research activities programmed by the Executive Committee;

c) evaluate energy systems and all their technological processes (the industrial realization of which can be proposed) from an economical point of view and test and compare them as far as safety and Environmental impact are concerned

d) develop feasibility studies and broad projects of system prototypes for the Environment protection and/or energy conversion;

e) keep in touch with the Companies interested therein and arrange all the design and construction strategies.

Art. 9 ASSEMBLY MEETINGS AND RESOLUTIONS

Eurosea Assembly is convened by the Chairman, once a year, in ordinary meeting. Upon request of at least one third of its Members or the Chairman, the Assembly can be convened in extraordinary meeting. It must be convened at least ten days in advance.

A meeting is effective if the majority of the Members takes part in it.

Resolutions are effective if passed by a majority of votes among those present, with the exception of what is prescribed in art. 13.

The votes of the Assembly Members are equal.

The Assembly resolutions are recorded in a minute book undersigned by the Chairman.

The Assembly Members take part in the meetings free of charge. Expenses proved by documents will be refunded.

Art. 10 CONTRIBUTIONS

In order to reach the objectives described in art. 5 Eurosea Committee will make use of any kind of contribution, provided by the Members or by third parties. The Assembly is empowered to set up any fund for all or part of the above-mentioned contributions.

No contributions in money and/or service supply will be required of the Members of Eurosea Committee, such as Universities. These latter are relieved of the personal responsibility with Companies, which are Members of the Committee.

Art. 11 TREASURY

Eurosea Committee can entrust Institutions, Banks or qualified Finance Companies with the treasury and the cash by means of an agreement.

Art. 12 LOCATION

Eurosea Committee is located in Turin, within Environment Park S.p.A., Via Livorno 60, I-10144 Turin.

Art. 13 HONORARY MEMBERS AND MEMBERS. ADMISSION

Individual people having a suitable qualification and wishing to help Eurosea Committee to reach its objectives can send in an application to be admitted to Eurosea Committee as Honorary Members.

Similar applications can be sent in by Companies, Research Institutions, University Departments and Individual People to be admitted to Eurosea Committee as Members.

As stated in art. 2, the Scientific Technical Council of Eurosea Committee is composed by Honorary Members. They operate without profit as Consultants and cooperate with the Chairman, the Assembly or the Executive Committee.

The Honorary Members have no responsibility towards the third parties and they can take part in the Assembly meetings and in the Executive Committee meetings without right to vote, except those, who were appointed by them to represent the Scientific Technical Council within the Assembly and the Executive Committee.

The applications must be sent to the Chairman and can be accepted only if the absolute majority of the Assembly Members votes favourably.

Art. 14 WITHDRAWAL

Every Member of Eurosea Committee can withdraw from it at any time and the Chairman must be given at least 30 days’ notice in writing.

Members, who withdraw are not entitled to a refund and they must make the contributions agreed with Eurosea Committee upon their admission to it until the withdrawal date.

Art. 15 DISSOLUTION

Eurosea Committee can be dissolved after the establishment of the Companies or the Consortia as stated in art. 5 and 6, by determination of the absolute majority of the Assembly Members, and in any case not after 31st December 2005.

Upon dissolution any residual mutual fund will be split up among the Members of Eurosea Committee, proportionally to the contributions individually made.

Art. 16 ALTERATIONS IN THE ARTICLES OF EUROSEA COMMITTEE

Any alteration in this Statute must be resolved by Eurosea Committee Assembly by majority of two-thirds.

Art. 17 STATUTE APPLICATION – RULES

Eurosea Committee operative conditions, which are not stated in this Statute, will be stated in special Rules, that the Executive Committee will submit to the Assembly for their approval.

Art. 18 PLACE OF JURISDICTION

Any dispute related to this Statute and/or to Eurosea Committee activities falls within the Court of Justice of Turin.

Turin, 18th December 1997