Articles of association strength & conditioning society
Art. 1 (NAME and REGISTERED OFFICE)
- The Association of Social Promotion referred to as “STRENGTH AND CONDITIONING SOCIETY – S.C.S.” is established, in compliance with the Italian Civil Code and regulations in force, with registered office in compliance with the Italian Civil Code and regulations in force, with registered office in Viale del Fontanile Anagnino 158 – 00118, ROMA.
- Transfer of the registered office shall not entail any amendments to the Articles of the Association. Only a resolution of the Board of Directors shall be required.
- The Society has unlimited duration.
- The Society shall use, in its name and in any distinctive sign or communication addressed to the public, the locution ASP (Association of Social Promotion).
- The symbol of the Society is the image appended hereto under the letter A and the acronym S.C.S.
Art. 2 (PURPOSE)
- The Society brings together researchers and experts of strength training and conditioning. The society focuses on all aspects associated with progressive overload as applied to strength training and conditioning for diverse purposes related to health and performance.
- The Society aims to examine strength training and conditioning from a multifaceted perspective, including all physiological, biomechanical, psychological and epidemiological aspects. The emerging problems in this research area shall be analysed to contribute to their resolution and the dissemination of accurate information on strength training and conditioning to the general public.
- The Society engages in a relationship of active collaboration with foreign scientific associations and companies and with federations of national and international scientific companies. The Society works the cooperation with various public and private health institutions, sport clubs of the different countries and for the promotion of clinical trials and scientific research studies.
Art. 3 (CORPORATE OBJECT)
- The Society is non-profit-making and does not pursue trade-union, political or religious objectives, but the SCS is a scientific society devoted to fostering education and research of a scientific approach to Strength and Conditioning; promotes the highest standard of sports performance, strength and conditioning throughout the world. Through its sport sciences and multi-disciplinary team of professionals, SCS aims to improve knowledge in the area of Strength and Conditioning and its broad application to sports performance, injury prevention, rehabilitation, and health improvement.
- For the accomplishment of its institutional purposes, the Society specifically aims to:
- Disseminate research-based knowledge and its practical application to improve sports performance.
- Provide high-quality evidence of injury prevention, non-communicable diseases, and the health-promoting benefits of Strength and Conditioning measures and further their application through the development of evidence-based prescription guidelines.
- Contribute to the dissemination of high quality, evidence-based rehabilitation practices following sports injuries.
- Organize and promote education and certification courses, seminars and scientific congresses in order to contribute to a standardized strength and conditioning community with certified professionals on an international scale.
- Encourage initiatives aimed at increasing public awareness findings in terms of strength and conditioning research and practice;
- Support and promote studies and research;
- Contribute to the publication of periodicals and scientific journals reserved for its members as well as favour contacts and collaborations across its members.
- The Society promotes professional development and ongoing formation activities for its members with annual educational programmes. These are exclusively self-funded through the contributions of members and/or public and private bodies, including the contributions of sport performance and medical device industries, are in full respect of the criteria and limits set out by the various regulations and laws of the single States.
- The Society provides for verification systems assessing the type and quality of activities carried out and it cannot carry out activities other than those stated above, except any that are directly and logically relevant to its defined purpose.
- The Society cannot carry out or take part in any business activities, except for those potentially required, on an occasional basis, for any ongoing educational activities.
Art. 4 (MEMBERS)
- The Society shall admit all who share its purposes and accept these Articles of Association and any potential internal regulations.
- The competent body responsible for deciding on the applications for admission of candidate members is the Boardof Directors. The applicant, in the application for admission, shall specify his/her full personal details, undertake to pay the annual self-financing fee as determined by the Board of Directors, and fully comply with the Articles of Association and regulations adopted.
- There are 4 member categories:
- Founding members: those contributing to the formation of the Society. They are eligible for official positions, their membership is automatically renewed without application or payment of the membership fee.
- Permanent members: those Founding members who has masterminded the original project to gather the professionals and academic expert in Strength and Conditioning. They are permanent members of Board of Directors and entitled to vote. They are eligible for official positions, their membership is automatically renewed without application or payment of the membership fee.
- Ordinary members: those requesting and obtaining membership from the Board of Directors. They have the right to vote and are eligible for official positions. Their capacity as actual members is subjected to registration and payment of the membership fee.
They hold a degree or a diploma in the biomedical/sport sector (“regular” ordinary members) or are people that owing to their profession, activity carried out and/or cultural formation distinguish themselves in the pursuit of the objectives of the Society (“exceptional” ordinary members). Public or private bodies of any type can represent them. The number of ordinary members is unlimited.
- Honorary members: those appointed by the Shareholders’ meeting on recommendation of the Board of Directors selected among persons, bodies or institutions contributing decisively, with their work or ideal and/or economic support, to the pursuit of the institutional purposes of the Society or distinguishing themselves due to particular personal and scientific commitment in the sector. Honorary members shall be exempt from payment of the annual membership fee.
- The category of temporary members is not admitted.
- The membership fee is non-transferable.
- External Supportersare also admitted. These include persons, companies and cultural associations, bodies, industrial undertakings and associations that, while not endowed with the requisites under this article, support the Society through their voluntary activity or by other means and contributions. These persons may take part and speak in the Shareholders’ meetings (as representative in the case of companies), but do not have the right to vote and cannot be elected for official positions.
Admission as ordinary member or external supporter is subject to the submission of a specific written application addressed to the President by the concerned party. This application should contain the information required for its appraisal, as well as the commitment to pay the annual self-financing fee as determined by the Board of Directors, in full compliance with the Articles of Association and regulations adopted. An ordinary requesting member up-to-date with the payment of the membership fees must countersign the application. The Board of Directors examines this application and – in the event of positive assessment – proposes the admission of the new member to the General Shareholders’ meeting for the relative ratification. All candidate members admitted by the Shareholders’ meeting become full members from the date of payment of the membership fee. The candidate member is notified, with the same means provided for all other communications to members, of the resolution of admission.
The option of proposing a new member to the Shareholders’ meeting is entrusted to the unquestionable decision of the Board of Directors.
The Board of Directors establishes the amount and method of payment of the annual membership fees for ordinary members in advance. Ordinary members who are up-to-date with the payment of the membership fees have the right to vote and namely those who have paid the fee for the current financial year. Honorary members shall be exempt from the payment of the membership fee and retain their right to vote.
Art. 5 (RIGHTS and DUTIES OF MEMBERS)
- Members have the right to elect corporate bodies and to be elected within them.
- They have the right to be informed about the activities of the Society. A voluntary member cannot be remunerated, but shall have the right to reimbursement of all expenses actually sustained in the execution of the activity carried out, except in the cases provided for under article 18, paragraph 2, of law No. 383/2000.
- Members shall pay the membership fee within the time frame and comply with these Articles of Association and any internal regulations.
- Members shall carry out their activity within the Society chiefly on a personal, voluntary and free-of-charge basis, not for profit purposes (even indirectly), according to personal availability and expertise.
- The conduct of a member towards other members and outside the Society shall be driven by a spirit of solidarity and implemented with fairness, good faith, honesty, probity and moral rigour, in compliance with these Articles of Association and the guidelines endorsed.
- No member shall carry out activities conflicting or incompatible with the purposes or the spirit of the Society, under penalty of expulsion from the Society. The Board of Directors decides upon the existence of the requirements and impediments.
- Any disputes between members and the Board of Directors shall be referred to the Board of Arbitrators.
Art. 6 (WITHDRAWAL and EXCLUSION OF THE MEMBER)
- A member may withdraw from the Society via written notice or by electronic means. Withdrawal shall take effect from the date of end of the financial year during which it was exercised.
- A member can be excluded from the Society in case of non-compliance with the duties provided for under art. 5 of these Articles of Association or due to other serious reasons causing moral and/or material damage to the Society itself.
- A member declared as deprived of his/her membership rights due to lateness of payments may request the Society to register again no earlier than two years after exclusion, or may request readmission prior to this time limit by paying all outstanding fees.
- Exclusion of a member is decided, with the exception of the Permanent members, by the Board of Directors by secret vote and after hearing the justifications of the party concerned. The possibility of appeal to the Shareholders’ meeting is permitted within 30 days. The exclusion of a Permanent Member is decided by open vote of the other Permanent Members. The possibility of appeal to the Shareholders’ meeting is permitted within 30 days.
Art. 7 (CORPORATE BODIES)
- The Bodies of the Society are:
- The Shareholders’ meeting;
- The Board of Directors, elected by the Shareholders’ meeting;
- The President, chosen within and by the Board of Directors (or by the Shareholders’ meeting in the memorandum of Society);
- The Vice President, chosen by and within the Board of Directors;
- The Secretary, chosen by and within the Board of Directors;
- The Treasurer, chosen by and within the Board of Directors;
- The Board of Arbitrators elected by the Shareholders’ meeting;
- The Auditing Body as appointed.
- All members of the Board of Directors hold office for three years (although they can be eligible after three years from his/her last election).
- For operative reasons only, the Treasurer might bere-elected for more than two mandate.
- All corporate bodies are taken up and performed on an entirely unremunerated basis, except for the cases provided for under art. 18, paragraph 2, of law No. 383/2000. Furthermore, only the direct and indirect expenses sustained in the interest of the Society and of the success of its activities shall be reimbursed.
Art. 8 (SHAREHOLDERS’ MEETING)
- The Shareholders’ meeting is the sovereign body of the Society and is made up of all members who are up-to-date with the payment of the membership fee, including for the current financial year.
- When regularly convened and constituted, the Shareholders’ meeting represents all members, and any resolutions passed in compliance with the law and these articles of association on matters falling within its competence, shall be binding for all members, even if absent or in disagreement and their assignees.
- The Shareholders’ meeting may be called outside the municipality in which the Society has its registered office.
- The Shareholders’ meeting may also be held in more than one place, either adjoining or distant from each other, in video/audio conference, also via the Internet, the manner of which must be set forth in the minutes of the meeting
- The Shareholders’ meeting shall meet at least once a year to approve the financial statement and at the request of the Board of Directors or of at least one tenth of the members.
- The Shareholders’ meeting is called by the President or the Vice President, by written notice to be sent also via email to the address or email address entered in the Register of Shareholders, or transmitted by fax or telegram, at least 10 days before the date of the scheduled meeting and comprising the agenda and the place of the meeting, the indication of the date and time of the Shareholders’ meeting and, as appropriate, the date of a second meeting, should the first remain unattended.
- Members unwilling or unable to indicate a fax number or an email address, or revoking their previous indication, are entitled to receive the notice convening the meeting by priority mail or delivered by hand.
- A copy of the convocation notice with an indication of the items on the agenda shall be affixed at the registered office of the Society within the same time frame and published on the website of the Society in the member access area.
- One fifth of the registered members may request the Board of Directors to include the topics it deems appropriate for discussion on the agenda of the Shareholders’ meeting, at least one month before the Shareholders’ meeting.
Art. 9 (TASKS OF THE SHAREHOLDERS’ MEETING)
The meeting shall:
- Approve the balance sheet and budget estimate;
- Determine the general guidelines for the activity of the Society;
- Approve any internal regulations;
- Elect the Board of Directors and the Board of Arbitrators every three years, by secret ballot and by majority vote;
- Take final decisions on any objections to measures to exclude members, already decided by the Board of Directors;
- Decide on all matters within its scope under the law or under the Articles of Association, or submitted to its scrutiny by the Board of Directors.
Art. 10 (VALIDITY OF THE SHAREHOLDERS’ MEETINGS and DRAFTING OF MINUTES)
- The ordinary Shareholders’ meeting shall be considered as regularly convened when: at first call, the majority of members (more than 50%) with right of vote is present; at second call, also to be held on the same day, irrespective of the number of present members, in person or by mandated proxy.
- No more than two mandated proxies are admitted for each member; proxies should be issued in writing and be kept among the records of the Shareholders’ meeting.
- The decisions of the ordinary Shareholders’ meeting are made by the majority of present members and the members represented by proxy with right of vote.
- All registered members are entitled to take part in the Shareholders’ meetings, to vote and be elected, provided they are up-to-date with the payment of the fee.
- The resolutions of the Shareholders’ meeting are made through:
- Secret vote for the election of the members of the Board of Directors and the Board of Arbitrators; decisions shall be based on the relative majority of votes;
- Secret vote to decide on any other matter, should it be so required by the majority of the Board of Directors or by one fifth of the present or represented members;
- Open ballot, by show of hands, in all other circumstances.
Vote by correspondence on specific matters is also envisaged, on decision of the Board of Directors. It is also possible to rely on new communication systems and electronic voting within the terms provided for by the legal provisions in force.
It shall be in any case without prejudice to the other provisions of these Articles of Association requiring different specific majorities for particular decisions.
The discussions and decisions of the Shareholders’ meeting are summarised in minutes drawn up by the Secretary or the person acting in his/her capacity, by a specially appointed member of the Shareholders’ meeting and signed by the President. Each member has the right to consult the minutes (and obtain a copy thereof).
Art. 11 (EXTRAORDINARY SHAREHOLDERS’ MEETING)
- The Extraordinary Shareholders’ meeting is convened by the President or the person acting in his/her capacity, upon resolution of the Board of Directors or by written request signed by at least one third of the Members, with the same procedures provided for the General Shareholders’ meeting under article 8.
- The Extraordinary Shareholders’ meeting decides on any amendments to the Articles of Association.
- The Extraordinary Shareholders’ meeting shall be considered as validly convened when: at first call, two thirds of the members with right to vote are present. At second call, irrespective of the number of members with right to vote, present or represented.
- Both at first call and in any other subsequent call, the Extraordinary Shareholders’ meeting shall decide with the favourable vote of the absolute majority of present or represented members with right to vote.
- The amendments to these Articles of Association are proposed by the Board of Directors or by one third of the members. These proposed amendments should be transmitted in writing to each member with the convocation notice of the Extraordinary Shareholders’ meeting.
- The Extraordinary Shareholders’ meeting is called to decide on the proposal of early dissolution and on the devolution of any remaining assets, and is validly convened when: at first call, two thirds of the members with right to vote are present, in person and by mandated proxy; at second call, with the presence of members representing at least one third of those entitled to vote, in person and/or by mandated proxy.
- The Society can be dissolved by the Extraordinary Shareholders’ meeting by resolution taken by majority of three quarters of the present or represented members with right to vote. Should it not be possible to decide due to an insufficient number of presences, the Board of Directors holds a further Extraordinary Shareholders’ meeting at second call which can decide on the dissolution of the Society by majority of votes of members present, in person or by mandated proxy, no earlier than sixty days after the first call. Upon dissolution, the Society is required to devolve any remaining assets to non-profit organisations of social interest or for public utility purposes.
Art. 12 (BOARD OF DIRECTORS)
- The Board of Directors is composed of nine members.
- Permanent members are members by right of the Board of Directors and remain in office, except in case of specific waiver or distrust expressed against them and substantiated by three fifths of the members with right to vote.
- The Shareholders’ meeting elects the elective members of the Board of Directors in the number required in addition to the Permanent members – members by right.
- The Board of Directors appoints among its members
- the President,
- The Vice President, the Treasurer and the Secretary.
- The Board of Directors is validly convened when the majority of members is present.
- The Board of Directors carries out all acts of ordinary and extraordinary management not explicitly assigned to the Shareholders’ meeting and is responsible, specifically, for:
- Drawing up the scientific programme, activities and balance sheet of the Society for the following financial year;
- Proposing to the Shareholders’ meeting the formation of regional or interregional Sections and thematic “Groups”;
- Approving the programmes of groups and/or sections and determining the amounts of financing, after obtaining the opinion of the respective group and/or section coordinators;
- Managing the assets of the Society and authorising expenses;
- Drawing up the annual report on the activity carried out by the Society and the financial statement and estimated budget to submit to the approval of the Shareholders’ meeting;
- Deciding in regard to the organisation or sponsorship of congresses and other local, regional, national and international scientific meetings;
- Examining and expressing opinions on the proposals for amendments to the Articles of Association to submit to the approval of the Shareholders’ meeting;
- Appointing a representative of the Society with federations, other companies or foreign bodies;
- Submitting to the Shareholders’ meeting the appointment of ordinary members, and supporters for ratification, and submitting the names of members for whom it proposes expulsion;
- Proposing to the Shareholders’ meeting the appointment of honorary members;
- Deciding the amounts and method of payment of the membership fee;
- Proposing to the Shareholders’ meeting the expulsion of any member.
- The Board of Directors remains in office for three years; elective members are eligible for re-election but shall not serve for more than two terms in succession in the same capacity.
- If, during the financial year, one or more members should lapse from office (in case of resignation forwarded in writing to the Board of Directors or due to exclusion as decided by the Board of Directors for serious reasons), the Board of Directors shall proceed to replace them with regularly registered members among the first out of those not elected, namely by election at first call.
- The convening of the Board of Directors is decided upon by the President or requested and automatically convened by two members of the very Board of Directors. Decisions are based on the vote by absolute majority of those present, and where votes are evenly divided, the President shall have a casting vote.
- The meetings of the Board of Directors are validly convened when the majority of members is present.
- The Board meetings and its resolutions are valid, even if not formally convened, when all Directors in office are present.
- The meetings of the Board of Directors may be held by telephone or via electronic means, provided all attendees can be identified and that a paper-based trail remains in relation to the agenda, the various speeches and the final resolution.
- The Board of Directors can delegate its powers to one or more members, determining the content, the limits and any exercising procedures of the powers delegated, in matters not reserved by law to the competence of the collegiate body.
Moreover, it can entrust to an external organisation, for a limited time, the management of the secretariat, the publication of conference proceedings and courses and the printing of journals and magazines in the sector, the organisation of courses, symposia and congresses.
In compliance with the provisions herein and all legal provisions, the Board of Directors may provide for specific regulations for its functioning and for the functioning of groups, sections and/or other organisational and scientific structures with which it aims to avail itself for the attainment of the corporate objects and/or for the determination of the verification systems assessing the type and quality of the activities carried out.
The minutes of the Board meetings will be recorded in an appropriate book, as signed by the President and Secretary.
Art. 13 (President, Vice President, General Secretary, Treasurer)
- The President will represent the Society legally and is its official spokesperson; s/he presides over the Board of Directors and the Shareholders’ meeting; s/he convenes the Shareholders’ meeting and the Board of Directors in case of ordinary and extraordinary convocations.
- The Vice President collaborates with the President for the performance of tasks falling within his/her competence and replaces him/her in each attribution whenever s/he is prevented from exercising his/her functions. The Vice President is also responsible for cash management and for keeping the accounts if the Treasurer has not been appointed, or if appointed, should s/he be precluded from performing such duties.
- The General Secretary is responsible for drawing up the minutes of the meetings of the Board of Directors and for affixing them at the registered office of the Society. The Secretary is also responsible for drafting the corporate asset inventory as well as preparing the programmes relating to the scientific activities of the Society, including all activities for the fulfilment of all requirements to obtain accreditation.
- The Treasurer is responsible for collecting the corporate contributions, providing the means required for the execution of corporate activities, establishing the procedures and terms for the allocation of the membership fees collected and for the other activities of the Society, as well as any professional fees and reimbursements of expenses authorised and sustained by the members of the Board of Directors. Furthermore, the Treasurer may operate, for ordinary and extraordinary acts, by proxy granted by the President according to its conferred powers.
Art. 14 (BOARD OF ARBITRATORS)
- Every three years, the Shareholders’ meeting appoints the Board of Arbitrators made up of three members.
- Any disputes arising across members with respect to the membership relationship or among them and the Society and its bodies shall be referred to the said Arbitrators, who will judge ex bono et aequo without procedure formalities.
- Recourse to any other jurisdiction is excluded.
Art. 15 (ECONOMIC RESOURCES)
- The economic resources of the organisation consist of:
- Contributions and membership fees;
- Revenues derived from symposia, events or participation in events; seminars, courses, re-certification rates, exams; etc.
- Donations and bequests in cash or in kind from persons and/or bodies the purposes of which are not in conflict with the corporate purposes.
- Any other earnings admitted in pursuance of Law No. 383/2000 and Legislative Decree No. 460/97.
- The Society is required to employ the profits or operating surpluses for the accomplishment of the institutional activities and any related activities.
- The corporate assets are non-divisible and consist of:
- Movable and immovable property that becomes the property of the Society;
- Any provisions, bequests and donations explicitly aimed at increasing the assets;
- Any reserve funds made up of budget surpluses;
- The Society is prohibited from distributing, even indirectly, profits or surpluses, as well as funds, reserves or capital during the existence of the Society, unless the destination or the distribution are imposed by law or are made in favour of other organisations that by law, Articles of Association or regulations are part of the same shared structure.
- The Board of Directors may refuse any donation aimed at influencing the work of the Society in any way.
Art. 16 (FINANCIAL STATEMENT)
- The financial statement of the Society is annual and takes effect from the first day of January each year. The final account contains all revenues and expenses incurred for the past financial year. The income statement comprises the estimates of income and expenditure for the next financial year.
- The financial statement is drawn up by the Board of Directors and approved by the general ordinary Shareholders’ meeting with the majorities provided for herein, submitted at the registered office of the Society at least 20 days prior to the meeting and may be consulted by all members.
- The final account must be approved by 30 April of the year following the end of the financial year.
Art. 17 (DISSOLUTION OF THE SOCIETY and DEVOLUTION OF ASSETS)
- The potential dissolution of the Society shall be decided only by the Shareholders’ meeting with the procedures under art. 11.
- The Society is required to devolve the assets of the organisation, in the event of the latter’s dissolution on whatever grounds, to other non-profit-making institutions or organisations of public utility, following consultation with the supervisory body as per article 3, paragraph 190, of law No. 662 of 23/12/1996, unless a different destination is imposed by law.
Art. 18 (COORDINATION and TERRITORIAL SECTIONS)
- For the attainment of its purposes, the Society can team up with similar or ideologically related institutions, affiliate itself to international and national organisations and scientific societies, on the basis of its Memorandum of Society and Articles of Association with the prior resolution of the Board of Directors.
- The formation of regional or interregional “Sections” and thematic “Groups” is permitted within the Society.
- The Board of Directors decides the institution of a regional or foreign Section, independently or at the request of at least twenty members up-to-date with the payment of the membership fees and residing in the relative geographical area. A member cannot join more than one regional or foreign section.
- Thematic Groups bring together members with shared and specific research interests.
- The Board of Directors decides the institution of thematic Groups, independently or at the request of at least twenty members up-to-date with the payment of the membership fees.
- A Coordinator is provided for each Section or Group as elected by the respective members whose term of office shall be three years, starting on 1 January following election and shall be renewable only once consecutively.
- In the absence of election, within 30 days from expiry, the Board of Directors shall appoint the pro tempore regional contact point in office until completion of the election and in any case not after the forfeiture of the Board of Directors providing for the appointment.
- The Coordinator of the regional or foreign Section may optionally appoint the Section Secretary that remains in office for the duration of the term of the regional Coordinator providing for the appointment. The position of Section or Group Coordinator is incompatible with other elective assignments within the Society.
- On request of the President, Coordinators are required to submit to the approval of the Board of Directors the programme of the initiatives to be implemented, within their respective competences, with the relative financing request.
- Every three years, the activity of the Sections and Groups is subject to verification by the Board of Directors that shall decide on its renewal.
Art. 19 (PROHIBITIONS and OBLIGATIONS)
The Society is required to abide by the following prohibitions and obligations:
- Prohibition to distribute, even indirectly, profits or surpluses, as well as funds, reserves or capital during the existence of the Society, unless the destination or the distribution are imposed by law or are made in favour of other non-profit organisations that by law, Articles of Association or regulations are part of the same shared structure.
- Exclusive pursuit of social solidarity purposes;
- Prohibition to carry out activities other than the institutional ones mentioned under art. 2 herein, except for any directly correlated activities;
- Obligation to employ the profits or operating surpluses for the accomplishment of the institutional activities and any correlated activities.
- Obligation to draft the annual statement;
- Use in relation to the name and in any distinctive sign or communication addressed to the public, of the locution “Association of Social Promotion”.
Art. 20 (FINAL RULE)
For all that is not indicated and governed herein, the provisions of the Italian Civil Code and laws in force on the matter shall apply.