Statute

Pursuant to the Italian Civil Code, a non-profit association is constituted under the name “Associazione Algopolio”, or in abbreviated form “Algopolio” (hereinafter, the “Association”), with registered office in Milan, Via del Lauro no. 9.

The transfer of the registered office within the same Municipality, resolved by the Administrative Body, does not constitute an amendment to the Statute. The transfer of the registered office to another city must instead be ordered by a resolution of the extraordinary Assembly amending the Statute.

The Association is established for an indefinite term.

The Association is autonomous, free, non-political and non-denominational; it has no profit purpose, not even indirect, and pursues civic, solidarity and social-utility purposes by carrying out the activities of general interest referred to in the following paragraph, for the benefit of its members, their families or third parties, without discrimination based on sex, religion, race or socio-economic conditions.

For the purposes of the absence of profit, the Association’s assets, including any revenues, income, proceeds and receipts however named, are used to carry out the statutory activity for the exclusive pursuit of civic, solidarity and social-utility purposes. The Association is therefore prohibited from distributing, even indirectly, profits and operating surpluses, funds and reserves however named to founders, members, workers and collaborators, directors and other members of its bodies, including in the event of withdrawal and in any other case of individual termination of the membership relationship.

The Association is constituted to carry out, exclusively or at least principally, activities of general interest, also through awareness-raising, advice and, when necessary, legal action, aimed at pursuing the following purposes:

1. Protection of the rights and of the legitimate and collective interests of citizens vis-à-vis digital platforms and companies operating in the technology sector, promoting transparency, fairness and equity.
2. Defence of digital users in their dealings with public and private operators, ensuring fair access to digital tools for managing one’s own digital identity and protecting personal data.
3. Protection and promotion of the right to be forgotten, ensuring the correct application of the data protection rules in force and supporting citizens in exercising the right to rectification, erasure and delisting of data.
4. Awareness-raising and promotion of transparency in digital information and online communication, countering disinformation and protecting the most vulnerable users, including minors.
5. Safe and inclusive access to digital services, in compliance with the rules in force, through digital education campaigns that raise awareness of the risks and opportunities of the online world.
6. Protection of people’s privacy and digital security, including by monitoring the ethical use of data collected by digital platforms, technology companies and public administrations.
7. Promotion of dialogue between citizens, institutions and technology companies to foster virtuous practices that respect the fundamental rights of the digital user.
8. Promotion of digital justice, including through collective or individual legal action against operators that do not comply with national and European legislation on digital rights.
9. Collaboration with public and private bodies, non-profit organisations and international associations to develop and implement good practices in data protection and the right to be forgotten.

The Association may carry out activities other than those of general interest, provided they are instrumental and secondary to its statutory purposes.

To achieve its corporate purposes, the Association:

1. promotes and carries out educational and training activities for citizens and professionals (courses, seminars, workshops, publications, including online);
2. supports the opening of information desks dedicated to digital rights, with particular reference to the right to be forgotten;
3. organises and takes part in awareness campaigns, events and demonstrations on digital rights;
4. undertakes advocacy initiatives to foster the dissemination and application of the rules protecting the right to be forgotten;
5. collaborates with other organisations to define standards and guidelines on data protection and digital transparency.

The Association’s assets consist of the movable and immovable property that comes to it by any title, of donations and contributions from public and private bodies or natural persons, and of net operating surpluses.

To pursue its objectives and carry out its activities, the Association may make use of the following income:

1. Membership fees and payments for institutional services paid by members;
2. Contributions and donations from members and from private or public bodies;
3. Subscriptions, public fundraising, donations, contributions and bequests from public and private bodies, associations and members;
4. Proceeds from commercial activities carried out within the limits permitted by the legislation in force.

In no case (not even in the event of dissolution of the Association, death, extinction, withdrawal or exclusion) may what has been paid into the Association’s assets be refunded.

Members’ payments do not create further participation rights and, in particular, do not create undivided shares transferable to third parties, either by particular or by universal succession.

Each year the Administrative Body sets the membership fee to be paid by members both upon initial admission and in subsequent financial years.

Membership is open to all those who share the Association’s purposes and guiding principles and accept its Statute.

Membership is for an indefinite period and cannot be granted for a temporary period.

The Association keeps a members’ register, maintained by the Administrative Body.

Anyone wishing to join must submit an application to the Administrative Body, declaring that they share the Association’s purposes and undertaking to comply with its Statute and regulations.

The Administrative Body examines applications within sixty days and decides whether or not to accept them, notifying the applicant. If accepted, the resolution is immediately effective and confers membership, which is entered without delay in the members’ register. A rejection must be communicated and reasoned; within sixty days of the communication, the applicant may ask the Members’ Assembly to rule on it, which decides at its first available meeting.

Membership is personal and non-transferable.

All members are full members and have the same rights, exercised in accordance with the Statute and regulations. In particular:

1. the right to take part in the Association’s activities;
2. the right to vote in the Assembly;
3. the right to stand (if of age) for the Association’s offices;
4. the right to examine the Association’s books, upon a reasoned request to the Administrative Body, which allows the examination within 30 days. Any copies are made at the applicant’s expense and in compliance with privacy legislation.

All members have the same obligations: to comply with the Statute, respect the decisions of the Association’s bodies and pay the membership fees.

Membership is lost by death, withdrawal, forfeiture or exclusion.

• A member may notify the Administrative Body of their withdrawal at any time. Without prejudice to the obligation to pay the membership fee for the current year, the withdrawal takes effect from the thirtieth day following receipt of the notice, unless the Administrative Body grants a shorter period.
• Members automatically forfeit their membership if they do not pay the annual membership fees by 28 February of each year.
• In the event of serious violations of the Association’s rules or of its founding principles and values, a member may be expelled by a reasoned resolution of the Administrative Body, communicated to the person concerned, who may appeal to the Members’ Assembly within thirty days; the Assembly decides at its first available meeting.

In any case of loss of membership, the member is struck off the members’ register without delay.

Loss of membership gives no right to a refund of fees or contributions paid.

The internal organisation is based on the principles of democracy and equal rights of all members. The Association’s offices are elective.

The bodies of the Association are:

1. the Assembly;
2. the Administrative Body.

All bodies may also meet remotely (by audio/video link), provided that the collegial method and the principles of good faith and equal treatment are respected.

The Association keeps the following books:

1. members’ register;
2. book of the meetings and resolutions of the Assembly;
3. book of the meetings and resolutions of the Administrative Body and of any other bodies of the Association.

• The Members’ Assembly is the sovereign body of the Association.
• It is composed of all members who have been entered in the register for at least three months and are up to date with the payment of fees.
• It is convened by the President or, if the President is unable to do so, by the oldest director.
• It is convened at least once a year, within 180 days of the end of the financial year, to approve the financial statements, any renewal of the Association’s offices and any other decision within its competence. It is also convened whenever the Administrative Body deems it appropriate or at the request of at least one tenth of the members in good standing.
• Each member has one vote and may be represented by another member by written proxy. No one may represent more than one member.
• Members of the Administrative Body do not vote on resolutions approving the financial statements or on those concerning their liability.
• The Assembly is chaired by a person designated by those present; the President appoints a Secretary to take the minutes.
• The President verifies the right of those present to attend and that the meeting is validly constituted.
• The Assembly (ordinary and extraordinary) is validly constituted at first call with half plus one of the members entitled to attend; at second call, whatever the number of those present. The notice must also state the time and place of the second call (not earlier than 24 hours after the first).
• The ordinary Assembly resolves by absolute majority of those present or represented.
• For amendments to the Statute: at first call, the presence of the majority of the members entitled to attend is required; at second call, at least one quarter. Resolutions are passed by absolute majority of those present or represented.
• For dissolution and the devolution of the remaining assets: the favourable vote of at least three quarters of the members is required.
• Notice of meeting: by a notice posted on the notice board at the registered office at least 15 days in advance, in addition to any other forms of publicity the Administrative Body deems suitable.

Powers of the ordinary Assembly:

1. to set programme lines and strategic directions;
2. to approve the annual financial statements (and the social report, where mandatory);
3. to elect and remove the members of the Administrative Body (and, if provided for, of the Supervisory Body);
4. to resolve on the liability of the Association’s bodies;
5. to authorise, within the limits of the law, any other (instrumental and secondary) activities;
6. to resolve on dissolution, transformation, merger or demerger and on the allocation of the remaining assets;
7. to resolve on any other matter within its competence or on the agenda.

Powers of the extraordinary Assembly:

1. amendments to the Statute;
2. transformation, merger and dissolution of the Association and devolution of its assets;
3. other items on the agenda.

The Administrative Body is responsible for managing the Association and oversees all of its activities.

It is composed of 1 to 3 members elected by the Assembly.

• If composed of 1 person, that person is the President of the Association.
• If composed of more than one person, the role of President is held by the candidate who received the most votes in the Assembly.

Term of office: 3 years, renewable.

If it has more than one member, the Body meets within 15 days of its election, convened and chaired by the President; at that meeting it appoints the Treasurer and the Secretary.

The President is the legal representative of the Association and oversees the implementation of resolutions. In urgent cases, the President may exercise all the powers of the Administrative Body (even if it has more than one member), subject to ratification at its first available meeting.

Meetings: at least quarterly (ordinary meetings), and extraordinary meetings at the request of the President or of the majority of the directors.

Validity of meetings (if the Body has more than one member): the presence of the absolute majority of its members; resolutions are passed by majority of those present (in the event of a tie, the chair has the casting vote).

Powers:

1. to prepare each year and submit to the Assembly (by April) the annual financial statements;
2. to set the membership fees;
3. to resolve on ordinary and extraordinary expenditure;
4. to decide on institutional, complementary and commercial activities and services;
5. to direct staff and coordinate collaborators/professionals;
6. to present the annual programme;
7. to propose amendments to the Statute or regulations;
8. to appoint delegates (from among the members) for specific functions;
9. to resolve on the admission of new members;
10. any other function not assigned to other bodies.

The Association’s offices are unpaid, except for the reimbursement of documented and authorised expenses.

Administrative Body (with more than one member) – forfeiture:

1. simultaneous resignation of half plus one of its members;
2. vacancy, for any reason, of half plus one of its members (with the first non-elected candidates taking over up to that limit);
3. failure of the Assembly to approve the annual financial statements.

In such cases, the President (or, failing that, the oldest director) convenes the Assembly within 15 days, to be held within the following 15 days, and handles ordinary administration in the meantime.

President – forfeiture:

1. resignation;
2. death or supervening incapacity.

In such cases, the oldest director convenes the Assembly within 15 days, to be held within the following 15 days, and handles ordinary administration in the meantime.

The Secretary (if appointed) draws up the minutes of the Association’s bodies, oversees their transcription in the books, handles negotiations for the purchase of the goods and services resolved upon, keeps contracts and orders, checks expenses and authorises the Treasurer to pay them.

The Treasurer (if appointed) manages administration and accounting and tax and social-security obligations, prepares the annual accounts together with the Administrative Body, makes collections and payments, periodically checks cash, bank, receivables and payables, and oversees debt collection. If the Administrative Body has a single member, the Treasurer’s functions are performed by the President.

The functions of Secretary and Treasurer may be conferred on the same person. In the event of impediment, resignation or removal, the functions are temporarily taken over by the other (or by the Vice-President, if any), until a new appointment is made or the causes are removed.

The Association’s year and its financial year coincide with the calendar year (ending 31 December).

Within the first 180 days of each year, the Administrative Body prepares the annual financial statements for the previous year, to be submitted to the ordinary Assembly for approval.

The Association has an unlimited duration.

Dissolution must be approved by the extraordinary Assembly in accordance with the procedures and majorities provided for.

The assets are liquidated by the Administrative Body or by a liquidator appointed by the Assembly, who proposes the allocation of any remainder.

Any remaining assets shall be devolved, unless otherwise provided by law, to another association with similar purposes or allocated to purposes of public utility.