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ESTABLISHMENT – SEAT- DURATION
The association named Studiohub (the “Association”) is hereby established.
The Association is based in Turin and has unlimited duration.
The Association acts in compliance with Italian Legislative Decree no. 117 of 3 July 2017, the relative implementing rules, the regional law and the general principles of the legal framework.
The association promotes knowledge and development of the business model known as “start-up studio” in the Italian and international context.
In addition, the Association intends to represent the activities of start-up studios in Italy and abroad, also in order to dialogue with institutions on the drafting of legislation, promote knowledge and qualitative growth of the business sector, develop and enforce its own professional ethical code.
The Association also aims at:
establishing a regular exchange of information on the experiences and problems of the Members and, where possible, agree on common principles, guidelines and understandings;
encouraging and promoting the implementation of best market practices;
codifying rules of conduct specific to the sector and working to ensure that membership of the Association represents, in fact, a selective qualification;
representing its Members in every respective national and international center and carrying out work of promotion and defense of the common interests;
representing its Members before courts of law in proceedings concerning the violation of the rights and legitimate interests of the category.
The Association is free, non-partisan and non-profit; pursues civic, solidarity and social utility purposes through the continued carrying out of activities of general interest pursuant to art. 5 of the Italian Legislative Decree no. 117 of 3 July 2017 as amended by art. 3 of Legislative Decree no. 105 of 3 August 2018 aimed at promoting the definition of the best conditions for a real success and growth of the market of start-up studios.
Pursuit of the purpose of the Association will be achieved through the realization of dissemination events, working and study groups, training courses, creation of operational models, management of in-depth content through online platforms and whatever else the Association decides to achieve the aforementioned purpose.
The Association may undertake business activities preparatory to and/or linked to the institutional ones respecting the provisions of the laws in force in the matter of associations, pursuant to art. 6 of the third sector code. These activities other than those of general interest will be identified by the Association’s Directive Council.
The Association may carry out fundraising activities, in compliance with the principles of truth, transparency and fairness with supporters and the public, in accordance with the provisions contained in art. 7 of Italian Legislative Decree no. 117/2017
The Members are distinguished in:
Effective Members are start-ups studios having the form of Italian or foreign companies, as well as Italian or foreign natural persons, active in the field of start-up studios.
Members are registered in the association register (the “Association Register”).
Honorary Members are natural persons who have distinguished themselves for their particular scientific, professional or entrepreneurial value in the field of innovation and start-ups. Honorary Members are admitted, after deliberation of the Directive Council, and may express an advisory opinion in the Directive Council’s meetings.
RIGHTS OF MEMBERS
Members are entitled to receive the institutional services, representation and service provided by the Association.
Members have the right to participate, to intervene and to vote and to stand for election in the bodies of the Association in the manner provided for by this Statute, provided that they are in compliance with their statutory obligations.
Honorary Members, who only have an advisory role, do not have the right to vote and stand for election.
OBLIGATIONS AND COMMITMENTS OF MEMBERS
Members are subject to the following obligations:
to comply with the rules and regulations of the Association, as well as the resolutions and regulations adopted by the governing bodies;
to abstain from any initiative in contrast with the actions and directives of the Association, as well as with the collective interests of other Members.
The members also undertake to:
provide the input of ideas, energies and skills indispensable to the life of the Association;
participate in the Assemblies;
provide the Association, in the manner and time required, the data and documents necessary to update the Register of the Association or in any case useful for the achievement of the statutory purposes;
pay membership contributions, in accordance with the terms and conditions set by theDirective Council.
ADMISSION OF NEW MEMBERS
The admission of a new Member is examined by the Directive Council who is required to ascertain that the candidate fulfils the requirements laid down in the Statute. Directive Council, in case of positive evaluation, decides the admission.
Membership in the Association is achieved when the registration fee is paid. Membership binds the Member for the current calendar year.
The membership is automatically renewed from calendar year to calendar year, if the Member does not present notice by registered letter with acknowledgement of receipt sent at least three months before the expiry of the calendar year.
GROUPS OF MEMBERS
The Members are divided, according to the number of employees, in the following contribution ranges:
1st-tier: up to 15 employees;
2nd-tier: 16 to 50 persons employed;
3rd-tier: over 50 employees.
Employees are the payroll personnel, the operating partners, as well as the consultants on an annual basis, also with a coordinated and continuous collaboration, or “project-based”.
Changes to the number of employees has to be notified in writing to the Association by the 30th of September of the current calendar year and run from the 1st of January of the following calendar year.
The Members’ statements have the value of self-certification.
MEMBERSHIP FEES, SUPPLEMENTARY CONTRIBUTIONS AND VOTING RIGHTS
The annual membership fees are determined by multiplying the “basic fee”, established by the Directive Council, by the following indices:
1st-tier: up to 15 employees with 1 vote;
2nd-tier: 16 to 50 employees, 2 with 2 votes;
3rd-tier: over 50 employees, an index of 2 with 3 votes;
The determination of any supplementary contributions may be calculated in the same way.
The quotas and the membership contributions collected by the Association pursuant to the preceding paragraphs are not transferable to other subjects.
TERMINATION OF THE MEMBERSHIP
Membership terminates in the following cases:
termination of the activity of the Member, from the moment of formal communication to the Association;
resignation of the Member;
exclusion of the Member following a motivated decision by the Directive Council;
for loss of the requirements of art. 3.
In the event the Member resigns, the resigning Member has to give written notice, by registered letter with acknowledgement of receipt or certified email sent no later than three months before the expiry of the calendar year.
Failure to pay the membership fee for two years, even non-consecutive, is an automatic cause of exclusion from the Association.
With the termination of the membership, the Memberautomatically loses all the power to externally represent the Association, as well as and the offices within the Association and the confederal system.
The financial resources of the Association derive from:
annual membership fees;
registration fees of new Members;
any additional contributions of the Members;
any contribution from public and private bodies or individuals in relation to activities and services compatible with institutional purposes;
revenues from marginal commercial and productive activities;
donations and bequests, as accepted.
The social year begins on the 1st of January and ends on the 31st of December of each year.
At the end of each financial year, the Directive Council is required to draw up a balance sheet of the association drawn up pursuant to art. 13 and 87 of D.Lgs. 117/2017 and its implementing rules by the 30th of April of the following year.
Within the balance sheet, the Governing Council will document in detail the primary and, where appropriate, secondary nature of the activity
During the life of the Association, any profits or operating surpluses, as well as funds, reserves or capital, cannot be distributed to the Members, even indirectly.
BODIES OF THE ASSOCIATION
The Association has the following bodies:
the Directive Council;
the statutory auditor;
The inspection body;
The Assembly is constituted by the Members.
The Member who has not completed the payment of membership fees a month before the Assembly does not have the right to vote in the Assembly and is not part of the calculation of the quorum required for the valid constitution of the Assembly.
The Assembly will have the following powers:
the definition of the general policy of the Association;
approval of the annual estimates and final accounts due to expire on the 31st of December of each year;
the approval of amendments to the Statute provisions;
the appointment of the President;
the appointment of the members of the Directive Council;
the appointment of the statutory auditor;
the appointment of the inspection body;
the appointment of the probiviri.
The Assembly meets in an ordinary way, at least once a year, and, in an extraordinary way, whenever deemed appropriate by the Directive Council or by a number of Members that correspond to at least a quarter of the votes due to the membership.
The Assembly, both ordinary and extraordinary, is convened by the President or, in case of absence or impediment, by the Directive Council, by written communication, also by email, addressed to each Member, at his elective domicile, at least 7 days before the date of the meeting. In case of urgency, the Assembly may be convened with a notice of 3 days. The Assembly may also be held by videoconference or teleconference.
The notice of meeting will indicate the place, day and time of the meeting and the items on the agenda. The Assembly can also be held in an audio/video conference.
The Assembley, both ordinary and extraordinary, is validly constituted in first call when at least half of the votes of all the Members and one third of the effective Members are present. In a second convocation, the Assembly, both ordinary and extraordinary, is validly constituted whatever the number of members present. Resolutions that have reached the majority (50%+1) of the votes of the members present are approved.
To participate in the Assembly, the Member has to be present on his own, through his/her legal representative or through a delegate appointed in writing by proxy.
For the calculation of the majority, in the Assembly, white ballots, abstentions and Members who do not have the right to vote are not counted.
The vote may be secret or by show of hands. It will be kept secret whenever at least one third of those present with voting rights so request.
The resolutions of the Assembly, adopted in accordance with this Statute, bind all Members, even if they did not intervene or disagree, except the exercise of the right of withdrawal.
The Assembly will be chaired by the President; in case of absence or impediment, by another entity chosen by the Assembly.
The resolutions of the Assembly are attested by the minutes signed by the President and the Secretary. General Secretary or, in his absence, a person appointed by the Assembly, will act as Secretary.
THE DIRECTIVE COUNCIL
The Assembly elects the Directive Council by choosing the members also outside the Members.
The Directive Council is the body that ensures the continuity of decision-making, operational and representation of the Association, within the statutory powers and those conferred to it by the Assembly.
The Directive Councilis composed of a minimum of three to a maximum of five members.
The Directive Council will meet, also in videoconference or teleconference, upon convocation of the President, or when he requests at least one third of its members, and in any case at least quarterly following written communication also sent by e-mail at least 7 days before the date of the meeting. In case of urgency, the Directive Council may be convened with a notice of 2 days. The notice of meeting will contain an indication of the place, day, time of the meeting and a list of the subjects to be dealt with.
The Directive Council acts by a simple majority of the elected.
The Directive Council is chaired by the President; in case of absence or impediment, by another entity chosen by the Directive Council.
The resolutions of the Directive Council are attested by the minutes signed by the president and the secretary. The Secretary-General acts as Secretary; in case of absence or impediment, by another entity chosen by the Directive Council.
The Directive Council appoints the President, the Treasurer and the Secretary General.
The Treasurer prepares the annual financial statements and submits them to the approval of the Directive Council.
The Directive Council has the following functions which it carries out with collegial responsibility:
appoint the President, the Treasurer and the Secretary General;
establish the short-term action of the Association and decide on medium and long-term action plans;
preparing the draft final budget and the report to the draft final budget;
decide on the expulsion, with a reasoned order, of an Member;
appoint the representatives of the Association in the external representative offices to which the Association is called to participate;
to approve, on a proposal from the President, the guidelines for the structure and staff necessary for the functioning of the Association;
to decide on acts of extraordinary management: for the implementation of such resolutions may appoint general or special prosecutors for certain acts or categories of acts;
determine the registration fee, as well as the “base fee” for the calculation of the membership fee;
to carry out the control regarding the possession and the maintenance by the Members of the requirements for admission;
accept sums paid by entities or persons outside the Association.
The Directive Council may decide on the allocation of fees and expenses to the members of the Directive Council in the light of the activities carried out and the responsibilities assumed in any case within the limits of the economic and financial sustainability of the Association.
The Directive Council remains in office for five years. There are no mandate limits. The elected representatives have to demonstrate that they have specific experience of at least five years in start-up studies, as well as having held for at least five years associative positions in entities related to the interests of the start-up study category.
In the case of one or more members of the Directive Council are replaced by co-optation by the remaining members. The members thus appointed will remain in office until the natural expiry of the Directive Council. If at the same time a number of members of the Directive Council elected by the Assembly equal to at least half, then the entire Directive Council expires and the Assembly has to be convened within 30 days for the appointment of the new Directive Council.
STATUTORY AUDITOR OF AUDITORS
The statutory auditor is appointed in the cases and in the manner provided by art. 31 of Legislative Decree no. 117/2017 and has functions of administrative control elected by the assembly even among non-members. The statutory auditor controls the administration of the association, the correspondence of the budget to the accounting records and supervises compliance with the statutes.
The elected members choose a President in their circle.
The Auditors hold office for two years and can be re-elected without limits of mandate.
The statutory auditor supervises the economic and financial management, reports to the Assembly with the report on the financial statements and supervises the statute.
The statutory auditor attends the meetings of the Assembly and the Directive Council.
THE SUPERVISORY BODY
The control body, also monocratic, is appointed in the cases and in the manner provided by art. 30 of Legislative Decree no. 117/2017.
The supervisory body will monitor compliance with the law, the statutes and the adequacy of the organisational, administrative and accounting structure and its practical operation.
The monitoring body monitors compliance with civic, solidarity and social objectives.
The control body attests that the budget of the Association is drawn up in accordance with Legislative Decree no. 117/2017.
The members of the control body may at any time carry out inspections and checks and, to this end, may ask the directors for information on the progress of social operations.
The Assembly, in the year in which the Directive Council is elected, may elect three Probiviri by secret ballot. The Probiviri are re-electable without limits of mandate.
To the charge of Proboviro can be candidates also persons external to the Association.
It is up to the Probiviri, even at the request of only one of the parties, the resolution of disputes of any nature arising between the components of the system, provided that they can be adjudicated by Probiviri, and that an amicable solution was not found..
The Probiviri Panel will determine, from time to time, the rules of procedure and the measures of inquiry to be taken to resolve the dispute under judgment, taking also into account the procedural criteria laid down in the Confederal Regulation.
The Panel judges in a fair manner and its decisions are irrelevant arbitration.
The award has to be decided by a majority of votes within 30 days from the date on which the Board has formed and started the examination of the dispute; this period may be extended by a maximum of a further 30 days.
The award has to be communicated to the interested parties and to the President of the Association within five days from the date of the resolution. The award is final, except for the appeal to the Probiviri of Confindustria.
In any case, the Proviri Panelwill inform the Confederal Probiviri of the dispute entrusted to it; In this regard, the Board of Probiviri of Confindustriamay, on its own initiative or at the request of the Probiviri Panel, provide guidance for the settlement of disputes.
The interpretation of this Statute, as well as any other regulatory provisions of the Association, is the exclusive competence of the Probiviri.
In addition to appointing and appointing bodies, dismissals from office may be ordered by the Probiviri on serious grounds such as to render their stay in office incompatible.
The Probiviri will, finally, in all other cases provided for by this Statute and by the implementing regulations, in accordance with the procedures and with the effects established for this purpose.
GENERAL PROVISIONS ON CHARGES
This Article will apply to all membership positions. In case of conflict with other provisions of the Statute, these other provisions will prevail.
The office of Councillor, Statutory Auditor, member of the inspection body, Supervisory Body and Probovirocannot be accumulated with each other.
All those who, invested with associative positions, do not attend the meetings of the relative associative body for more than three consecutive times without justification, fall from the same positions and are replaced.
The common fund of the Association consists of:
(a) admission fees and contributions of members;
(b) any surplus assets of the annual operations;
(c) investment in securities and real estate;
(d) interest income and other income;
(e) sums and assets from anyone and in any capacity devolved to the Association.
The common fund will cover the running costs of the Association.
The common fund remains indivisible for the duration of the Association and therefore the Members who, for any reason, cease to be part of it before its dissolution, can not make any claim for allocation and allocation of quota to apply to the fund itself.
In any case, during the life of the Association may not be distributed to Members, even indirectly, any profits or operating surpluses, as well as funds, reserves or capital.
FINAL BALANCE SHEET
For each calendar year, on the proposal of the Directive Council, the Assembly approves the final balance.
The Directive Council has to make available the final financial statements to the Assembly and, if appointed, to the statutory auditor and the supervisory body, ten days before the date set for the ordinary Assembly.
Income statement and balance sheet have to be compared with the Financial Statements of the previous year.
PROVISIONS FOR AMENDMENTS TO THE STAFF REGULATIONS
Any amendments to this Statute has to be approved on the proposal of the Directive Council by the Extraordinary Meeting with 60% of the votes of those present.
The dissolution of the Association can take place only on the proposal of the Directive Council approved by the Extraordinary Assembly with 60% of the votes of those present.
Following this resolution, the Assembly will appoint one or more liquidators determining their powers. They will carry out the liquidation operation.
In the event of dissolution, the remaining assets are transferred to other entities in the third sector in accordance with Legislative Decree no. 117/2017.
Any net assets cannot be distributed to the Members, but has to be donated only to other organizations with similar purposes or for public utility purposes, after consulting the body of control provided by law.
The provisions of this Statute which presuppose the establishment and operation of the RUNTS, or the adoption of subsequent regulatory measures, will apply and take effect when, respectively, the same Registry will be established on a regional basis and will operate under the law and the same subsequent implementing measures will be issued and will enter into force.
From the time limit referred to in art. 104 of Legislative Decree no. 117/2017, the acronym ETS can be inserted in the name automatically and will be expendable in dealings with third parties, in acts, correspondence and communications with the public only after obtaining the registration in the RUNTS. In addition, the tax provisions contained in Legislative Decree no. 117/2017 will apply
For all matters not laid down by this Statute, the provisions of law and the principles deriving from the confederal rules will be deemed valid.
Read, confirmed and signed on the 4th of February 2021