Bylaws

Art. 1 – The non-profit scientific and cultural association named OSSERVATORIO CYBER, INTELLIGENCE, SECURITY is established in accordance with the Italian Civil Code and current regulations; it is hereinafter referred to as the “Association,” and its name includes the acronym O.C.I.S.

Art. 2 – The registered office of the Association is located in Cento (FE), Via Guercino n. 1, at the office of Dr. Stefano Bonazzi. The Association may establish secondary offices, administrative branches, and local sections by resolution of the Board of Directors.

Art. 3 – The transfer of the registered office within the same Municipality, as resolved by the Board of Directors, does not constitute an amendment to the Bylaws. The transfer of the registered office to another city must instead be ordered by a resolution of the Extraordinary Assembly to amend the Bylaws.

Art. 4 – The duration of the Association is indefinite.

Art. 5 – The purpose of the Association is the dissemination, promotion, disclosure, and practice at a scientific, cultural, technological, and legal level of issues related to Security, Intelligence, Cyber, and Artificial Intelligence.

Art. 6 – The association is autonomous, free, and non-political, with democratic structures and content. It is non-profit (including indirect profit) and cannot distribute profits. Its aim is to carry out cultural, scientific, and educational activities for the benefit of institutions, associations, members, and third parties, in full respect of the freedom and dignity of all.

Art. 7 – The Association pursues the following objectives:

• a) promote the dissemination and development of an Intelligence culture, with particular reference to new emerging technologies in the sectors of general security, defense, protection of economic interests, cyber security, and artificial intelligence;

• b) promote training with a profile particularly attentive to the management of new emerging technologies (Machine and Deep Learning, Biometrics, Web Intelligence, Open Source Intelligence, Fake news discovery, AI Computer Vision), to foster in-depth knowledge of new digital technologies;

• c) elaborate and disseminate the results of legal and ethical analysis regarding the principles and rules applicable to the indicated contexts, also by comparing current foreign regulatory and technical-operational systems;

• d) analyze geopolitical contexts for the identification and classification of risks arising from an evolving and unpredictable geopolitical landscape;

• e) promote scientific and cultural information to plan, organize, and implement specific activities, serving as a point of reference and discussion for diverse ideas and experiences in security, intelligence, cyber, and AI;

• f) promote the training and certification of its members on an ethical, scientific, and cultural level;

• g) organize conventions, conferences, and study seminars, and oversee publications and any other scientific/cultural initiative aimed at enhancing studies in its fields of activity, thus creating a permanent cultural observatory;

• h) foster scientific and cultural collaboration with public and private entities, associations, and companies at local, national, European, and international levels, including the possibility of creating scholarships;

• i) provide public and private entities with study, research, and documentation contributions;

• j) participate in project calls on topics that allow the development or application of disciplines in the indicated contexts;

• k) manage any initiative that responds to the cultural and scientific purposes of the Association;

• l) implement all initiatives functional to the purposes pursued by the association.

Art. 8 – To pursue its goals, the Association may join organizations with similar scientific/cultural purposes, collaborate with public and private entities, and carry out ancillary and instrumental activities. The Association may also perform non-profit activities other than those listed, provided they are secondary and instrumental.

Art. 9 – The Association takes the form of a “Non-recognized Association” for the purposes of the Civil Code and a “Non-commercial Entity” for tax purposes without a business organization.

Art. 10 – The Association provides for its activities through the voluntary contribution of its members. Income consists of membership fees, contributions, donations, legacies, and proceeds from activities carried out in accordance with institutional purposes.

Art. 11 – The Association’s assets consist of all movable and immovable property belonging to it. The Association is obliged to reinvest any operating surpluses into the institutional activities. In the event of dissolution, assets cannot be distributed among members but must be allocated to an association or entity with similar purposes.

Art. 12 – The Association includes the following categories:

1. Founding Members: Those who sign this deed to establish the Association.

2. Ordinary Members: Individuals over 18 who share the purposes of the Association. Admission requires a request presented by a current member to the Board of Directors.

3. Honorary Members: Individuals who have distinguished themselves in research, teaching, or professional activities consistent with the Association’s goals. They are exempt from membership fees.

4. Supporting Members: Individuals or legal entities providing economic contributions or free collaboration. They cannot hold office and do not have voting rights.

Art. 13 – All members have equal rights to be informed. Founding, Ordinary, and Honorary members have voting rights and the right to be elected to office. Members must comply with the Bylaws and regulations.

Art. 14 – Loss of Membership: Membership is lost through death, non-payment of fees for two consecutive years, voluntary withdrawal, or exclusion. Exclusion may be decided by the Board for serious violations, behavior contrary to the Association’s interests, or prolonged inactivity.

Art. 15 – Member Activities: The Association relies primarily on the voluntary and free activities of its members. Reimbursement is only for documented and authorized expenses.

Art. 16 – Organs of the Association The organs of the Association are:

• The Members’ Assembly;

• The Board of Directors;

• The President;

• The Secretary;

• The Treasurer.

The Board of Directors may establish the following optional organs of the Association:

• The Honorary President;

• The Auditor;

• The Scientific Committee.

All organs of the Association may meet in “remote” mode, with participants located in multiple places, contiguous or distant, connected via audio/video, provided that the collegial method and the principles of good faith and equal treatment of the members of the organ are respected.

Art. 17 – Members’ Assembly The Members’ Assembly is the supreme deliberative organ of the Association and is convened in ordinary and extraordinary sessions. It is the sovereign organ of the Association and is composed of founding members, ordinary members, and honorary members. The Board of Directors shall implement the decisions taken by the Assembly.

Art. 18 – Ordinary Assembly – Duties The Assembly deliberates in ordinary session on all matters pertaining to the management of the Association reserved to its competence by these Bylaws and on any other matter brought to its attention that does not fall under the competence of the Assembly in extraordinary session. In particular, the duties of the Assembly in ordinary session are:

• to develop and establish the general principles and guidelines of the Association;

• to elect the Board of Directors;

• to establish, where deemed necessary, the Scientific Committee;

• to approve the annual financial statements;

• to approve any regulations;

• to deliberate on any appeals against the exclusion of members.

Art. 19 – Extraordinary Assembly – Duties The Assembly deliberates in extraordinary session on amendments to the Bylaws and on the dissolution of the Association, providing for the appointment of liquidators.

Art. 20 – Convening the Assembly in ordinary and extraordinary sessions The Assembly in ordinary and extraordinary sessions is convened and presided over by the President, following a resolution by the Board of Directors. The Assembly is also convened by the President when the need arises, or when a motivated request is made by at least one-tenth of the members. The first convening of the Assembly after the constitution of the Association is made by the eldest founding member. The Assembly in ordinary session is convened at least once a year for the approval of the financial statements. The notice of call must indicate the day and hour of the first call, the day and hour of the second call, and the agenda. At least one day must elapse between the first and the second call. The notice of call must be transmitted by the Secretary in written form, including by email, to all members at least 10 days before the date of the first call. Failure to communicate the notice of call entails the voidability of the Assembly’s resolutions. A member who has not received the communication may, within 30 days from the date of the Assembly, submit an appeal to the Board of Directors which, based on the grievances produced and where it considers the non-participation of the member to be decisive, shall convene a new Assembly on the same agenda.

Art. 21 – Operating Procedures On first call, the Assembly, both ordinary and extraordinary, is validly constituted when at least half plus one of the members with voting rights are present or represented. On second call, the Assembly, both ordinary and extraordinary, is validly constituted regardless of the number of members with voting rights present or represented. In the Assembly, an ordinary member has the right to vote only if they are up to date with the payment of membership fees. The Assembly is presided over by the President or, in their absence, by the Vice President. In the absence of the Secretary, the Assembly shall appoint a secretary from among the members present. The voting procedures follow the principle of the single vote: one head, one vote. Each member may represent no more than two members in the Assembly by means of a written proxy. The Assembly, both ordinary and extraordinary, deliberates by an absolute majority of the members present or represented. On the dissolution of the Association, the Extraordinary Assembly deliberates with the favorable vote of three-quarters of the members. Resolutions are immediately executive and must appear, together with a summary of the debate, in a specific minute signed by the President and the secretary of the Assembly. The Secretary shall also send the minutes via email to all members.

Art. 22 – Board of Directors The Board of Directors is composed of a minimum of three members up to a maximum of seven. The Board of Directors is elected by the Assembly and its members remain in office for three years and are re-eligible. The Board of Directors may appoint a secretary, chosen from among its members, to support the President in carrying out the specific secretarial activities.

Art. 23 – Duties of the Board of Directors The Board of Directors has all powers of ordinary and extraordinary administration, within the scope of the general principles and guidelines established by the Assembly. The Board of Directors is entrusted with the duties provided for by these Bylaws. In particular, in ordinary management, the Board of Directors shall:

• elect the President and a Vice President;

• elect the Secretary;

• elect the Treasurer;

• appoint the members of the Scientific Committee, where established;

• recognize the status of expert among the ordinary members;

• appoint, upon the President’s proposal, the Honorary President;

• appoint, upon the President’s proposal, honorary members;

• prepare the acts to be submitted to the Assembly;

• implement the resolutions of the Assembly;

• formalize the acts for the management of the Association;

• prepare any internal regulations to be submitted for the approval of the Assembly;

• establish secondary offices and local sections of the Association;

• establish any study Commissions;

• prepare all acts and contracts inherent to the social activity;

• deliberate on the admission of a new member, or ratify their admission and manage the maintenance and updating of the membership book;

• deliberate on the exclusion of members and acknowledge via resolution the notices of withdrawal received from each member;

• perform all acts and operations for the correct administration of the Association that are not reserved to the Assembly;

• possibly appoint an Auditor;

• develop, with the Treasurer, the financial statements to be submitted for the approval of the Assembly by April 30 of each year;

• annually determine the amount of the membership fee;

• establish the criteria for reimbursements to volunteers and members for expenses actually incurred for activities carried out in favor of the Association;

• supervise the good functioning of all social activities and coordinate them. At the first meeting, the Board of Directors elects the President, the Secretary, and the Treasurer.

Art. 24 – Convening and functioning of the Board of Directors The Board of Directors is convened and presided over by the President or, in case of absence, by the Vice President. The convening after the first election is made by the eldest member. The notice of call is transmitted by the Secretary of the Association in written form to the members, including by email, and must contain the date and hour of the meeting. For the valid constitution of the Board of Directors, the presence of the majority of its members is necessary. The Secretary participates in the meeting of the Board of Directors. In their absence, the President appoints a secretary from among the directors present. The Board of Directors deliberates by a majority of those present. In the event of a tie, the vote of the President or, in their absence, the Vice President determines the outcome of the vote. Minutes of the meeting are drawn up by the Secretary and signed by the President or, in their absence, by the Vice President who presided over the Board. The Secretary of the Association shall also send them via email to all members.

Art. 25 – President The President is the legal representative of the Association and has the use of the social signature. The President is elected by the Board of Directors and remains in office for as long as the Board itself. The President appoints a Vice President, who exercises their functions in case of absence or impediment.

Art. 26 – Duties and powers of the President The President has the following duties and powers:

• to convene and preside over the Board of Directors, establishing the agenda;

• to convene and preside over the Members’ Assembly, establishing the agenda according to what has been deliberated by the Board of Directors;

• to oversee the execution of the resolutions of the Board of Directors;

• to coordinate the activity of the Association with criteria of initiative not exceeding ordinary administration;

• to sign the administrative acts performed by the Association;

• to sign and stipulate the acts and contracts inherent to the social activity;

• to open and close bank and postal current accounts, proceed with collections from third parties, and authorize payments, in concert with the Treasurer;

• to appoint lawyers and proxies in active and passive disputes concerning the Association. The President is authorized to collect payments of any nature and for any reason and to issue receipts for them. They may delegate part of their powers to other directors or members with a general or special power of attorney. In cases of objective necessity, they may adopt urgent measures, submitting them for ratification by the Board of Directors. The position is unpaid.

Art. 27 – Secretary of the Association The Secretary carries out organizational secretarial tasks as directed by the President. Furthermore, they take care of the drafting of the minutes of the meetings of the Board of Directors and the Assembly, which they transcribe in the specific books entrusted to their custody together with the membership book. If they are not a member of the Board of Directors, they participate in meetings without the right to vote.

Art. 28 – Duties of the Secretary The Secretary has the following duties:

• to draft the minutes of the meetings of the Assembly and of the meetings of the Board of Directors and, after approval by the President, transmit them to the members;

• to take care of the secretarial activity of the Association and the preservation of all the acts of the Association (administrative acts, scientific documentation, minutes of meetings, etc.);

• to handle, upon delegation from the President, information relations with third parties for purposes related to the social objectives;

• to manage, also by making use of external collaborators or other members, the website and the information system of the Association;

• to assist the President and the Board of Directors in the organization of activities and events in line with the social objectives;

• to maintain relations and communications with members, in coordination with the President;

• to keep and maintain the membership book;

• to make use, where necessary, of the collaboration of one or more Vice Secretaries appointed, upon their proposal, by the Board of Directors. The position is unpaid.

Art. 29 – Treasurer The Treasurer, in concert with the President, takes care of the financial and economic management of the Association, according to the directives of the Board of Directors. If they are not a member of the Board of Directors, they participate in meetings without the right to vote, to provide their non-binding opinion on matters of interest.

Art. 30 – Duties of the Treasurer The Treasurer has the following duties:

• to provide, at the President’s direction, for the collection of income and the payment of expenses, in accordance with what has been deliberated by the Board of Directors;

• to keep the accounting books updated;

• to prepare what is necessary for the drafting of the draft financial statements to be submitted for review by the Auditor, if appointed, and for examination by the Board of Directors, for subsequent presentation to the Assembly;

• to provide an opinion to the Board of Directors on the economic-financial aspects of the institutional activities to be undertaken;

• to keep an inventory of all the assets and all the activities of the Association; Given the duties entrusted to the Treasurer, they are granted the power to operate with banks and post offices, including the faculty to make withdrawals, endorse checks for collection, and in any case perform any and all operations inherent to the tasks assigned to them by the statutory organs. They have free and separate signature from the President for amounts whose maximum limit is defined by the Board of Directors. The accounting books are kept at the social headquarters and are open for consultation by any member who expresses the will to do so without any formality. The position is unpaid.

Art. 31 – Honorary President The Board of Directors may confer, by unanimous vote, the position of Honorary President upon personalities who have particularly distinguished themselves in the various relevant scientific and legal contexts. The Board of Directors establishes, upon appointment, the duties of the Honorary President.

Art. 32 – Auditor The Board of Directors may appoint an Auditor who remains in office for the same time as the Board. The appointment is renewable. The Auditor has the task of verifying the accounting of the Association prepared by the Treasurer and to affix the visa regarding the regularity of the financial statements.

Art. 33 – Scientific Committee The Board of Directors may establish the Scientific Committee with the following duties:

• to assist the Board of Directors for the scientific and cultural part;

• to provide useful contributions to guide the activities of the Association;

• to provide, where requested, non-binding guiding opinions for the determinations of the Board of Directors. The Scientific Committee remains in office for the same time as the Board. The Scientific Committee is composed of persons, Italian or foreign, from the world of science, culture, or persons who for particular merits are deemed worthy of such status within the Association. The members of the Scientific Committee may not be more than twenty. The Scientific Committee constitutes an external organ to the Board of Directors of an advisory nature, whose members may be called to participate in the meetings of the Board of Directors in an advisory capacity without the right to vote.

Art. 34 Fiscal year

The fiscal year begins on January 1st and ends on December 31st of each year.

In relation to the fiscal year, the Association prepares the annual financial statements, consisting of a balance sheet, an operating statement, with an indication of income and expenses, and a mission report, which illustrates the items in the financial statements, the economic and management performance of the Association, and the methods of pursuing the institutional purposes from an economic and financial perspective.

Should the Association achieve income lower than € 220,000.00, the annual financial statements may be prepared in the form of a cash basis statement.

The financial statements are prepared by the Board of Directors and the Treasurer, who shall transmit them to the members fifteen days before the Ordinary Assembly convened for approval.

The financial statements are deposited among the records of the Association.

Art. 35 These Bylaws must be observed as the fundamental act of the Association. For anything not expressly contemplated, the rules of the Civil Code and current legal provisions apply, insofar as they are applicable.

Art. 36 The decision on any dispute that may arise between the members or between them and the organs of the Association must be submitted to mediation according to the current legislation at an authorized body with reference to the Court of Ferrara, before resorting to any other means of dispute resolution, including judicial proceedings.

If the dispute is not resolved through mediation within the timeframe of the mediation itself, the parties shall be free to resort to other means of dispute resolution provided for by law or by these Bylaws.

This mediation clause is considered an agreement independent of the other provisions of these Bylaws.

Art. 37 For all other disputes, the competent Court is that of Ferrara.