THE
STATUTE

Art. 1 – Constitution, name, legal nature, registered office, duration
Under the Civil Code, the non-profit association called "Associazione Algopolio", or in abbreviated form "Algopolio" (hereinafter, the "Association"), is constituted with registered office in Milan, Via del Lauro, 9 - 20121 (MI), and unlimited duration. The Association may establish secondary offices, operational branches and other territorial structures in Italy and abroad.

 

Art. 2 – Purpose and activities
The Association has the purpose of promoting and protecting digital rights of citizens and consumers in the context of using digital platforms, online services, information systems and new technologies (AI, algorithms, blockchain, etc.).
To pursue this purpose, the Association carries out the following activities:

• Awareness-raising and information: publications, seminars, conferences, courses, training sessions on digital rights (GDPR, DSA, AI Act, copyright, right to be forgotten, right to de-indexing, online defamation, revenge porn, etc.);

• Legal and technical assistance: guidance and support to members and third parties on procedures for exercising digital rights;

• Advocacy and participation in public debates: dialogue with institutions, authorities (Guarantor for Privacy, AGCOM, Antitrust, etc.), representation of citizens' interests in regulatory consultations;

• Research and studies: analysis of impacts of technologies on fundamental rights, with special focus on new regulatory frameworks (DSA, AI Act);

• Representative and collective actions: class actions and collective actions to protect categories of users or consumers (Article 140-bis Consumer Code), also through judicial and extra-judicial channels;

• Promotion of complaints and reports: assistance in submitting complaints to competent authorities regarding violations of digital rights;

• Collaborations and partnerships: with universities, research centers, NGOs, legal and technical professionals, Italian and foreign associations with similar purposes.

The Association pursues exclusively purposes of social solidarity and operates without profit. Members do not receive compensation, remuneration or economic benefits. Any surplus is reinvested in institutional activities.

 

Art. 3 – Resources
The Association's resources derive from:

• membership fees;

• contributions from members;

• donations, legacies and bequests from third parties;

• contributions from public or private entities;

• proceeds from events, conferences, courses, publications;

• proceeds from any instrumental, complementary or commercial activities carried out in compliance with legal limits.

 

Art. 4 – Members
The Association is composed of founding members and ordinary members.
Founding members are the signatories of the constitutive deed.
Ordinary members are individuals or legal entities who share the Association's purposes and are admitted by the Administrative Body.
Members have the right to:

• participate in the Assembly with voting rights;

• elect and be elected to association offices;

• access information on the Association's activities;

• benefit from services and initiatives;

• request to inspect the association's books.

Members are required to:

• pay the membership fee by the established deadline;

• respect the Statute and any regulations;

• collaborate in achieving the association's purposes;

• refrain from conduct harmful to the Association.

 

Art. 5 – Loss of membership
Membership is lost due to:

• Voluntary resignation (written communication to the Administrative Body).

• Death (for individuals) or dissolution (for legal entities).

• Forfeiture: Members automatically forfeit if they do not pay annual membership fees by February 28 of each year.

• In case of serious violations of association rules or founding principles and values, the member may be expelled with a reasoned resolution of the Administrative Body, communicated to the interested party, who may appeal to the Members' Assembly within thirty days; the Assembly deliberates at the first useful meeting.

In any case of loss of qualification, the member is immediately cancelled from the members' register.
Loss of qualification does not entitle any right to restitution of fees or contributions paid.

 

Art. 6 – Association Bodies
The internal organization is based on principles of democracy and equality of all members' rights. Association offices are elective.
The Association's bodies are:
a) the Assembly;
b) the Administrative Body.
All bodies may also meet remotely (audio/video connected), provided that the collegial method and principles of good faith and equal treatment are respected.
The Association keeps the following association books:
a) members' register;
b) book of assembly meetings and resolutions;

c) book of meetings and resolutions of the Administrative Body and any other association bodies.

​

Art. 7 - Assembly

1. The Members' Assembly is the sovereign body of the Association.

2. It is composed of all members registered in the book for at least three months and up to date with fee payments.

3. It is convened by the President or, in case of impediment, by the oldest director.

4. It is convened at least once a year, within 180 days from the close of the financial year, to approve the financial statements, any renewal of association offices and for any other decision within its competence. It is also convened when deemed appropriate by the Administrative Body or upon request of at least one tenth of members in good standing.

5. Each member has one vote and may be represented by another member with written proxy. No one may represent more than one member.

6. Members of the Administrative Body do not vote on resolutions approving financial statements and those relating to their liability.

7. The Assembly is chaired by a person designated by those present; the President appoints a Secretary for minutes.

8. The President verifies the right of those present to participate and the validity of constitution.

9. The Assembly (ordinary and extraordinary) is validly constituted at first call with half plus one of members entitled; at second call regardless of number present. Notice must also indicate time and place of second call (not before 24 hours from first).

10. The ordinary Assembly deliberates by absolute majority of those present or represented.

11. For statutory amendments: at first call presence of majority of members entitled is required; at second call at least one quarter. Resolutions pass by absolute majority of those present or represented.

12. For dissolution and devolution of residual assets: favorable vote of at least three quarters of members required.

13. Convocation: by notice on bulletin board at registered office with at least 15 days advance notice, in addition to other forms of publicity deemed appropriate by the Administrative Body.

Competences of the Ordinary Assembly:
a) define programmatic lines and strategic directions;
b) approve annual financial statements (and social report if mandatory);
c) elect and revoke members of Administrative Body (and, if provided, Control Body);
d) deliberate on liability of association bodies;
e) authorize, within legal limits, any different activities (instrumental and secondary);
f) deliberate on dissolution, transformation, merger or spin-off and destination of residual assets;
g) deliberate on any other matter within its competence or on agenda.

Competences of the Extraordinary Assembly:
a) statutory amendments;
b) transformation, merger and dissolution of Association and devolution of assets;
c) other items on agenda.

​

Art. 8 – Administrative Body and President

The Administrative Body is responsible for management of the Association and oversees all association activities.

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

• If composed of 1 person, this person is President of the Association.

• If composed of multiple persons, the role of President is performed by the most voted candidate by the Assembly.

Term: 3 years, re-electable.

If multi-person, the Body meets within 15 days of election, convened and chaired by the President; at that meeting appoints Treasurer and Secretary.

The legal representation of the Association belongs to the President, who oversees execution of resolutions. In urgent cases, the President may exercise all powers of the Administrative Body (even if multi-person), subject to ratification at first useful meeting.

Meetings: at least quarterly (ordinarily) and extraordinary upon request of President or majority of directors.
Validity of meetings (if multi-person): presence of absolute majority of members; resolutions by majority of those present (in case of tie, vote of chair prevails).

Competences:
a) prepare annually and present to Assembly (by April) the financial statements;
b) set membership fees;
c) deliberate ordinary and extraordinary expenses;
d) decide on institutional, complementary and commercial activities and services;
e) direction of personnel and coordination of collaborators/professionals;
f) present annual program plan;
g) propose statutory or regulatory amendments;
h) appoint delegates (among members) for specific functions;
i) deliberate on admission of new members;
j) any other function not attributed to other bodies.

Association offices are unpaid, except reimbursement of documented and authorized expenses.

 

Art. 9 – Forfeiture of Administrative Body and President

Administrative Body (multi-person) – forfeiture:
a) simultaneous resignation of half plus one members;
b) vacancy, for any reason, of half plus one members (with replacement by first non-elected up to that limit);
c) failure of Assembly to approve financial statements.

In such cases, the President (or, subordinately, oldest director) convenes Assembly within 15 days, to be held within next 15 days, handling ordinary administration.

President – forfeiture:
a) resignation;
b) death or supervening incapacity.

In such cases, oldest director convenes Assembly within 15 days, to be held within next 15 days, handling ordinary administration.

 

Art. 10 – Secretary and Treasurer

The Secretary (if appointed) drafts minutes of association bodies, oversees transcription in books, manages negotiations for purchase of means and services resolved, keeps contracts and orders, verifies expenses and authorizes Treasurer for payment.

The Treasurer (if appointed) manages administration and accounting, tax and contribution obligations, prepares with Administrative Body the annual report, executes collections and payments, periodically checks cash/bank/credits/debts results and oversees credit collection. In case of single-person Body, Treasurer functions are performed by President.

Secretary and Treasurer functions may be conferred on same person. In case of impediment, resignation or revocation, functions are temporarily assumed by the other (or Vice President, if present), until new appointment or removal of causes.

 

Art. 11 – Financial year and financial statements

The association year and financial year coincide with calendar year (December 31).
Within first 180 days of each year, Administrative Body prepares annual financial statements of previous year, to be submitted to Ordinary Assembly for approval.

 

Art. 12 – Dissolution

The Association has unlimited duration.

The dissolution must be approved by Extraordinary Assembly according to established procedures and majorities.

The liquidation of assets is carried out by Administrative Body or by a liquidator appointed by Assembly, who proposes destination of any residual.

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