Article 1 (Constitution). On June 8, 1999, at the initiative of Messrs. Aita Danila, Aita Giovanna, Becchi Antonio, Benvenuto Giovanni, Corradi Massimo, Foce Federico, Pedemonte Orìetta, and Torsello Paolo, the “Edoardo Benvenuto Association for Research on the Science and Art of Building in Their Historical Development” was established.
Its registered office is in Genoa, Corso Firenze 26/3.
The “Edoardo Benvenuto Association” is a non-profit, non-partisan, apolitical association with an indefinite duration. It is managed autonomously and democratically through bodies elected by its members and is governed by these Bylaws.

Article 2 (Purpose). The “Edoardo Benvenuto Association” aims to promote scientific research in the science and art of building through the following activities: organizing courses, conferences, seminars, study days, and national and international conventions in the aforementioned field of study; Promotion of publishing initiatives, including the publication of a newsletter, conference proceedings, studies, and research; collaboration in initiatives with similar purposes to those of the Association, and, in any case, any initiative useful for achieving and enhancing the Association’s objectives.

Article 3 (Assets and Financial Resources). The Association’s assets consist of: movable or immovable property acquired by the Association in any capacity; donations, bequests, and duly accepted inheritances; donations and/or contributions from public and private entities, and individuals; any Social Fund; funds set aside for any purpose until disbursed; and operating surpluses.
The Association draws the financial resources for its operations and the performance of its activities from the following sources: annual membership fees paid by members; any extraordinary contributions established by the Assembly, which determines their amount; specific fees charged to members for activities carried out in direct implementation of the institutional purposes; Income generated from its activities and income from its assets; monetary donations, contributions, donations, and bequests; reimbursements; any proceeds from marginal commercial and productive activities; and, in general, any resource permitted by current legislation and compatible with the provisions of this Bylaws.
The distribution, even indirectly, of profits or operating surpluses, however denominated, as well as funds, reserves, or capital during the life of the Association is prohibited, unless the destination or distribution is required by law.
Under no circumstances, including in the event of death, extinction, withdrawal, or expulsion of a member from the Association, may any amount already paid be recovered.

Art. 4 (Members). The Association is open to all those interested in achieving its institutional goals and sharing its spirit and ideals. Members may be natural persons, legal entities, and unincorporated entities that accept the provisions of this Bylaws.
Membership in the Association is for an indefinite period and cannot be granted for a temporary period.
Members are divided into the following categories: Founding Members: those by whose will this Association was established.
Honorary Members: those who, for particular merits and/or notable benefits brought to the Association, are declared such by the General Assembly of Members upon recommendation of the Board of Directors. They are permanent members and are exempt from paying annual dues.
Ordinary Members: those who join the Association during its existence and are up to date with the payment of the annual dues established by the Board and approved by the Assembly.
Supporting Members: those who make payments to the Association deemed of particular importance by the Board of Directors.
Associated Centers: legal persons and unincorporated entities with articles of association or bylaws consistent with the purpose set out in Article 2, if their formal application for membership is accepted.

Article 5 (Admission of Members). Individuals, legal entities, and unincorporated entities interested in becoming members of the Association must submit an application for membership, using the form issued by the Board of Directors, duly signed by the applicant as unconditional acceptance of these Bylaws and the Internal Regulations. Minors also require the signature of a parent or legal guardian, expressly expressing their approval. This is to exonerate the Association from any moral or material liability and to guarantee the fulfillment of the obligations assumed by the member by admitting them.
The application for membership must be submitted by two members, who are morally responsible for the honesty and morality of the new member and may be invited by the Board of Directors to provide information regarding the matter.
The Board of Directors must process applications for membership within sixty days of their receipt (the rules regarding the suspension of judicial deadlines during summer holidays apply for calculating this period). If the application is not accepted within the aforementioned deadline, it shall be deemed rejected.
In the event of an express denial, the Board of Directors is not required to provide the reasons for such denial.
Upon payment of the admission fee and/or the annual fee, following acceptance of the application by the Board, membership is acquired. The Board of Directors is responsible for issuing membership cards
to new members.
Fees are established by the Board of Directors and approved by the Assembly. They are non-transferable, except for transfers due to death, and are not subject to revaluation.
Different fees, even if only symbolic, may be applied to members residing abroad.

Art. 6 (Withdrawal of Membership). Anyone joining the Association may at any time notify their intention to withdraw from the membership of the Association.
Such withdrawal is effective from the beginning of the first month following the month in which the Board of Directors receives notification of the withdrawal.

Article 7 (Exclusion of a Member). In the presence of serious reasons, any member of the Association may be excluded by resolution of the Board of Directors approved by at least two-thirds of its members. Serious reasons include, among others: failure to pay the annual fee without justifiable reason (default); the member’s actions deemed dishonorable; the member’s behavior that hinders the proper functioning of the Association or tarnishes its prestige; or failure to comply with the Bylaws or Internal Regulations.
Exclusion is effective from the day following notification of the exclusion decision. Notification of the exclusion decision must be communicated by appropriate means. The excluded member may appeal in writing to the Board of Auditors within thirty days.
In this case, the effectiveness of the exclusion decision is suspended until the Board of Auditors issues its ruling.

Article 8 (Member Rights). All members enjoy the following rights: to participate in events and social activities; to use association materials in accordance with the provisions of the Bylaws or the applicable Regulations; to participate in Member Assemblies with a voting right (for adults only); to be a member of the Association’s governing bodies, provided they do not have an employment relationship with the Association and are not directors of other associations with the same characteristics; and to enjoy all the benefits granted to members of the Association.

Article 9 (Member Obligations). All members are required to: comply with the Bylaws and Internal Bylaws, and with the resolutions of the Assembly and the Board of Directors; to cooperate in the further development of the Association; to use association materials with care and reasonableness; and to contribute to covering any operating liabilities through increased membership fees.

Article 10 (Accounting). The financial and social year begins on January 1st and ends on December 31st of each year. The Board of Directors must prepare the budget and the final financial statement. These must be approved by the Ordinary Assembly each year by the end of June. They must be filed at the Association’s registered office no later than fifteen days prior to the date of the Assembly meeting that will approve them, so that they can be consulted by each member.

Article 11 (Corporate Bodies). The Association’s governing bodies are: the Assembly of Members; the Board of Directors; the President; the Board of Auditors; and the Board of Arbitration.

Article 12 (The Assembly). The Members’ Assembly is the fundamental moment of discussion and sovereignty, designed to ensure the proper management of the Association.
The Assembly is composed of all members, each of whom, if of age, has one vote. It is convened at least once a year for ordinary meetings and for extraordinary meetings when necessary or requested by the Board of Directors, the Board of Auditors, or at least one-third of the members entitled to vote.
The duties of the ordinary Assembly are: to elect the Board of Directors, the Board of Auditors, and the Board of Arbitration; to approve the budget and financial statements; to approve the internal regulations; to discuss and resolve on the Association’s operations; to establish the guidelines to be followed for the operation and handling of general issues concerning the association; to set the date for the elections of the Board of Directors, the Board of Auditors, and the Arbitration Committee; Resolve on any other agenda item included in the Association’s purpose.
The Extraordinary Assembly resolves on: amendments to the Bylaws; amendments to the Internal Regulations; and the possible dissolution of the Association.
At the opening of each meeting, the Assembly elects, for its operation, a chair and a secretary, who must sign the final minutes of the meeting.

Article 13. The Assembly, convened either ordinarily or extraordinarily, according to the procedures and deadlines prescribed in the previous articles, is validly constituted at the first call when at least half plus one of the Members are present, and deliberates validly with a majority of those present; at the second call, held at least 24 hours after the first call, the validity of the meeting is independent of the number of those present. Proxies are not permitted. The summary of the minutes of the Assembly resolutions must be published in the most appropriate form and manner.

Article 14 (Board of Directors). The Board of Directors is the executive body of the Association and is composed of five members elected by the Assembly from among its members. The Board of Directors serves a two-year term and may be re-elected by a two-thirds majority of the members present. It may be dismissed by the same majority.
All members in good standing with their membership dues may serve on the Board of Directors, and the candidates receiving the highest number of votes in the vote become members.
The office of Director is incompatible with other elected positions within the Association.
In the event of the resignation or termination for any reason of one or two Directors, they shall be replaced by the first of the non-elected members. However, if three members resign simultaneously, the Board of Directors will convene a General Assembly to appoint a new Board of Directors.

Article 15 (Functioning and Powers of the Board of Directors).
The Board of Directors generally meets quarterly or whenever the interests of the Association require it; it convenes a special meeting when the President deems it appropriate or when requested by at least three of its members.
A majority of its members must be present for meetings to be valid. Resolutions are passed by majority vote, and in the event of a tie, the President’s vote prevails. Minutes of all Board of Directors resolutions must be kept. The minutes, signed by the President and the Secretary, must be transcribed into a special book.
The Board of Directors has the most extensive powers to administer the Association’s assets and to perform or authorize all ordinary and extraordinary administrative acts and transactions, except those delegated to the Assembly pursuant to Article 12 of these Bylaws.
The Board may delegate to one or more of its members or to any other person, including those outside the Association, the task of carrying out one or more specific transactions, issuing duly authorized powers of attorney.
The Board of Directors shall also: prepare the documents to be submitted to the Assembly;
formulate proposals for the management of the Association; prepare the budget and final accounts; propose the annual dues for the various membership categories, which the Assembly shall approve; ensure that all Members comply with the provisions of these Bylaws and the Internal Regulations; establish the meeting date of the Assembly and the order of business; and examine new membership applications.
At its first meeting, the Board of Directors elects from among its members: the President, the Vice President, the Secretary, and the Administrator.

Article 16 (President and Vice-President). The President legally represents the Association, chairs the Assembly meetings until the Assembly elects its President, supervises and regulates the administrative affairs, signs the budgets and payment orders, convenes and chairs the Board of Directors, has the power to sign all administrative acts carried out by the Association, and may open, operate, and close bank and postal accounts in the name and on behalf of the Association.
To be elected, the President must receive a majority of votes. If no one reaches a quorum in the first ballot, a second runoff election will be held between the two Directors with the highest number of votes.
The Vice-President is responsible for replacing the President in all his duties in the event of absence or emergency.

Article 17 (Secretary). The Secretary observes the formalities required for admission of members, monitors compliance, updates the membership register, handles the Association’s correspondence, drafts the minutes of board meetings, appropriately publicizes notices of meetings of the Assembly and the Board of Directors, and oversees the collection of dues and issuing receipts.

Article 18 (The Administrator). The Administrator is responsible for the Association’s funds, ensures the proper maintenance of the Association’s accounting books, and is responsible for compiling the budgets and final accounts, which include the balance sheet and annual income and expenditure movements. For these tasks, if deemed necessary, the Administrator may request the assistance of a Member or an Accountant, whose appointment must be approved by the Board of Directors. The final accounts must be submitted by the Administrator to the Board of Auditors, along with supporting documents only, at least thirty days before the date set for the General Assembly.
The Board of Statutory Auditors shall report in writing to the Board regarding the financial statements.
The Administrator shall also submit to each Board of Directors meeting a list of members in arrears, if any, for the purpose of any disciplinary action against them.

Article 19 (Board of Statutory Auditors). The Board of Statutory Auditors is the body responsible for overseeing the management of the Association. It shall oversee compliance with the bylaws, administrative provisions, and the Association’s regulations by conducting cash and accounting audits at least every three months, following up each audit with a specific report, a copy of which shall be submitted to the Board of Directors. It shall also audit the financial statements and report thereon to the Assembly in a written report. The Auditors are also responsible for overseeing Assembly voting.
The Board of Statutory Auditors may attend meetings of the Board of Directors and may request information from the President and/or individual Directors at any time regarding the progress of corporate operations and any other specific matters.
It is composed of three members and two alternates, elected from among members who have reached the age of eighteen. They hold office for two years and are eligible for re-election. The Auditors elect their President at their first meeting.

Article 20 (Board of Arbiters). The Board of Arbiters is composed of three members elected from among the members who have reached the age of eighteen; their term of office is two years, and their members may be re-elected.
The Arbiters elect their President at their first meeting.
The Board of Arbiters shall be informed of any disagreements between the Board of Directors and the members regarding the interpretation and application of the provisions of this Statute, the Bylaws, and resolutions adopted by the Board of Directors.
A member may appeal to the Board of Arbiters any disciplinary measures taken against him or her by the Board of Directors within thirty days of the decision.
The Arbiters shall adjudicate, without procedural formalities, as amicable settlement agents, and with the broadest powers of inquiry and investigation, no later than ninety days after the appeal.
They shall notify the Board of Directors of the outcome of their deliberations for implementation.

Article 21 (Dissolution of the Association). The duration of the “Edoardo Benvenuto Association” is indefinite.
A specially convened extraordinary meeting may, however, order the dissolution of the Association; such a decision must be approved by at least three-quarters of the members in good standing with their annual dues.
In the event of dissolution, for any reason, the remaining assets of the Association must be donated to associations with similar objectives or for public utility purposes, after consulting the supervisory body referred to in Article 3, paragraph 190 of Law No. 662 of December 23, 1996, unless otherwise required by law.

Article 22 (Applicable Law). To regulate matters not covered by these Bylaws, reference must be made to the provisions on entities contained in Book 1 of the Civil Code and, secondarily, to the provisions contained in Book V of the Civil Code.