Pursuant to these bylaws, the Association named “IRIS-Italian Representation for International Students” is hereby established.
The Association has its registered office at Via Emilio Zago, 20. The registered office may be transferred by resolution of the Board of Directors, without the need to amend the bylaws. The Association may establish operational offices in other locations, both in Italy and abroad, in relation to the development of its activities.
The Association, nonpartisan and non-profit, aims to promote the integration of international students into university pathways in Italy, fostering the creation of an inclusive and accessible community. The Association’s activities are also open to Italian students, with the objective of encouraging intercultural dialogue and collaboration among different academic communities.
To this end, the Association pursues the following objectives:
Social and cultural inclusion: to promote the integration of international and Italian students through events, mentorship programs and exchange activities with the local community;
Combating isolation and supporting adaptation: to establish listening and support spaces, as well as to provide assistance with bureaucratic, academic and employment orientation;
Intercultural dialogue: to organize initiatives aimed at enhancing cultural diversity and facilitating interaction among students of different nationalities and academic backgrounds;
Protection of psychological well-being and the right to education: to ensure access to information and resources related to mental health, student rights and opportunities for personal growth;
Commitment to enriching the academic experience: to develop collaborations with public and private entities, promote training programs and provide support in finding professional opportunities;
Representation and protection of students: to monitor critical issues encountered in university pathways and to promote improvement of the educational system through dialogue with competent institutions, awareness campaigns and reform proposals;
Promotion of social engagement and active participation: to encourage volunteering and the implementation of projects in favor of social justice, gender equality and environmental sustainability;
Development of international exchanges and mobility programs: to facilitate student integration through collaborations with universities and academic institutions abroad;
Production and dissemination of multimedia and journalistic content: to create student magazines, podcasts and other communication initiatives aimed at documenting and enhancing the experiences of the international student community.
The Association may also develop further initiatives compatible with its institutional purposes, in order to adapt to the emerging needs of the student community.
All natural and legal persons who share the Association’s purposes and accept these bylaws may become members, subject to admission by resolution of the Board of Directors. Admission takes place by submitting a written application, which must include the applicant’s identifying information, a declaration of adherence to the purposes and objectives of the Association, and a commitment to pay the membership fee.
The Association provides for different categories of members: ordinary members, founding members, supporting members and honorary members.
Ordinary members: members who actively participate in the life and activities of the Association.
Founding members: those who contributed to the establishment of the Association. They cannot be expelled from the Association but may lose their office following a resolution of the General Assembly.
Honorary members: persons who, for particular merits, are recognized as such by the General Assembly.
Members are required to:
Comply with these bylaws and the resolutions of the Association’s governing bodies;
Participate in the activities of the Association and contribute to achieving its statutory goals;
Pay the annual membership fee, determined annually by the General Assembly of Members;
Comply with the internal regulations.
In the event of non-payment of the fee, the Board of Directors may decide on the exclusion of the member.
Members have the right to:
Participate in General Assemblies with voting rights;
Propose motions and projects to the Board of Directors;
Benefit from the services and activities of the Association;
The bodies of the Association are:
If necessary, other bodies or committees with specific tasks may be established according to the needs of the Association.
The General Assembly of Members is the supreme body of the Association and is responsible for approving the budget, appointing members of the Board of Directors, and amending the bylaws.
The Board of Directors is composed of a variable number of members, established by the Assembly, and is responsible for the ordinary management of the Association, the execution of Assembly resolutions, and the supervision of activities.
The President is the legal representative of the Association, coordinates its activities, and chairs both the Board of Directors and the General Assembly.
The Vice President is elected by the Board of Directors and replaces the President in case of absence or impediment. They collaborate with the President in managing activities and operational decisions.
The Secretary is responsible for drafting the minutes of the meetings of the Board of Directors and the Assembly, as well as managing official documentation and internal communications.
The Treasurer is responsible for the economic and financial management of the Association, keeping accounting records, preparing the annual budget, and managing financial resources.
The Board of Directors and the Treasurer remain in office for a period of one year, renewable, unless revoked early by the General Assembly.
The President, Vice President, and Secretary remain in office for a period of two years, renewable, unless revoked early by the General Assembly.
The offices of Vice President, Secretary, and Treasurer are appointed by the Board of Directors from among its members, following a specific resolution. The removal of officeholders may occur through a motivated decision of the General Assembly, following a resolution of the Board of Directors.
The Assembly is validly constituted with the presence of half plus one of the members entitled to vote. Resolutions are adopted with the favorable vote of the majority of members present, except in cases where the bylaws require qualified majorities.
The Board of Directors consists of a number of members established by the Assembly, but not fewer than three and not more than ten. Members of the Board are elected by the General Assembly and remain in office for one year, unless revoked early, except for the President, Vice President, and Secretary.
The Board of Directors meets at least twice a year, convened by the President or by at least one-third of its members. Meetings may also be held online, and resolutions are adopted with the favorable vote of the majority of members present.
The General Assembly of Members is convened by the President at least once a year, by August 31 of each year, or whenever requested by at least one-third of the members or by the Board of Directors. The convocation must be made by written communication (registered mail, e-mail, or equivalent means) addressed to each member, with at least 10 days’ notice, indicating the agenda, date, time, and place of the meeting.
The Assembly is validly constituted with the presence of at least half plus one of the members entitled to vote. If the quorum is not reached at the first convocation, the Assembly shall meet in the second convocation regardless of the number of members present. The Assembly is chaired by the President or, in their absence, by another member of the Board designated by the members.
Resolutions of the Assembly are adopted by a show of hands, unless otherwise decided by a majority of those present. Resolutions are valid with the favorable vote of the majority of members present, unless otherwise provided by the bylaws or in cases requiring a qualified majority. In the event of a tie, the President’s vote shall prevail.
For amendments to the bylaws and for particular resolutions (such as dissolution of the Association or allocation of residual assets), the presence of at least two-thirds of the members and a qualified majority of at least two-thirds of the votes in favor are required.
The members of the Board of Directors are responsible for the management and administration of the Association, including from a legal and financial standpoint. They must act with diligence and good faith, in compliance with the obligations set forth in these bylaws and applicable laws. In cases of negligence, failure to comply with obligations, or acts contrary to the Association’s purposes, the members of the Board of Directors shall be personally liable for any damages caused to the Association.
The President, as the legal representative of the Association, is responsible for implementing the resolutions of the Assembly and managing the ordinary activities of the Association. The President is responsible for ensuring that the Association operates in accordance with the law, the bylaws, and the resolutions of the Assembly. The President is also responsible for managing external relations and the general organization of the Association.
Members are responsible for complying with the bylaws, the resolutions of the Assembly, and for contributing the financial resources necessary to support the Association. However, their liability is limited to the amount of the annual membership fee.
The Association is established for an indefinite period. Its duration is unlimited, unless the General Assembly of Members decides to dissolve it in accordance with Article 10 of these bylaws. The duration of the Association may only be changed by decision of the Assembly, in accordance with the statutory provisions.
The Association may be dissolved by resolution of the Assembly, adopted with the favorable vote of at least two-thirds of the members. In the event of dissolution, the remaining assets, after deducting any liabilities, shall be allocated to one or more non-profit organizations of social utility (ONLUS), to entities with public benefit purposes, or to similar organizations, as decided by the Assembly, in compliance with the applicable legislation on non-profit organizations.
In the event of dissolution, the Assembly shall appoint one or more liquidators, who shall be responsible for liquidating the Association’s remaining assets and for settling its debts and receivables. The liquidators shall carry out all legal and fiscal obligations required under applicable law.
Amendments to these bylaws may be proposed by the Board of Directors or by at least one-third of the members. Amendments shall be approved by the favorable vote of at least two-thirds of the members present at the Assembly. The proposed amendment must be sent to the members at least 10 days prior to the convocation of the Assembly. Amendments shall only be valid after registration with the competent authority, where such registration is required by applicable law.
Amendments to the bylaws shall never alter the non-profit nature of the Association nor compromise the rights acquired by members. Every amendment must comply with the provisions of law regarding non-profit associations, as established by the Civil Code (Articles 36–42) and Law No. 383/2000.
While pursuing exclusively social, cultural, and educational purposes, the Association may engage in accessory and functional commercial activities aimed at achieving its statutory goals, in accordance with current laws governing non-profit associations. Such commercial activities may include, by way of example but not limited to, the sale of goods and services, the organization of paid events, sponsorships, and fundraising initiatives, provided they are compatible with the Association’s purposes.
The Association may promote fundraising activities through donations, sponsorships, public events, crowdfunding campaigns, and other lawful means, according to the methods established by the Board of Directors. Each fundraising activity must be aimed at achieving the Association’s statutory objectives, in compliance with Legislative Decree No. 117/2017 (Third Sector Code) and applicable tax regulations.
Income derived from commercial and fundraising activities shall be entirely reinvested in the Association and used to finance the activities and projects provided for in the bylaws, without any distribution of profits among members or officers of the Association.
The Association shall ensure transparency in the collection and management of funds by preparing an annual financial statement to be submitted for approval to the General Assembly. Each fundraising activity must be preceded by a clear and comprehensible plan for the use of funds, communicated to the members.
The Association undertakes to maintain separate accounting for its commercial activities, which must comply with tax and fiscal regulations applicable to non-profit associations.
The Association shall not engage in commercial activities that would compromise its non-profit nature or become its main source of funding. The management of commercial activities shall be carried out in such a way as not to alter the social mission of the Association.
As a non-profit entity, the Association may not distribute profits to administrators, members, or third parties. All funds collected shall be used exclusively to pursue the social purposes of the Association. In the event of a surplus, such funds shall be reinvested in social activities and shall not be distributed among members.
Any amendments to commercial or fundraising activities shall be submitted for approval by the General Assembly, which shall deliberate in accordance with the Association’s statutory purposes.
The Association may adopt Internal Regulations governing operational procedures for managing social activities, the rights and duties of members, internal organization, and the rules for managing events and projects. The Internal Regulations must be consistent with the purposes and provisions of these bylaws.
The Internal Regulations may be amended by the Board of Directors by majority vote. Furthermore, the General Assembly may propose amendments to the Internal Regulations, which the Board of Directors shall evaluate and decide upon. Amendments proposed by either the Board of Directors or the General Assembly must be communicated to all members within 15 days of approval.
Once approved by the Board of Directors, the Internal Regulations shall take immediate effect and become binding for all members and bodies of the Association. In the event of a conflict between the Internal Regulations and these bylaws, the provisions of the bylaws shall prevail.
The Board of Directors has the authority to update or modify the Internal Regulations at any time, ensuring that such changes comply with the Association’s purposes and the provisions of these bylaws. Any amendments must be communicated to members within the prescribed time frame.
The Association guarantees equal opportunities for participation to all members, without any discrimination based on sex, race, ethnicity, religion, sexual orientation, political opinions, or other personal characteristics. The Association is committed to promoting inclusion, diversity, and mutual respect in all its activities.
The Association’s activities, whether cultural, educational, or social, shall be guided by principles of inclusivity, offering participation opportunities to all, particularly international students, without any form of discrimination. In every case, the Association’s initiatives must respect the principle of equal opportunity and accessibility for all members of the community.