Articles

ASSOCIATION

GUIDE
GLOBAL UNIVERSITIES IN DISTANCE EDUCATION

CHARTER

ITEM I
TITLE – LOCATION – AIMS

ARTICLE 1

DENOMINATION AND HEADQUARTERS

1.1 In accordance with the article 36 and the following articles of the Civil Code of the Italian Republic, a non-governmental educational Association, called “GUIDE – GLOBAL UNIVERSITIES IN DISTANCE EDUCATION”, officially abbreviated as GUIDE, is established and fully recognized from a legal point of view, both in the Italian Republic and in all other countries.

1.2 The legal and operating headquarters are hosted “pro tempore” by the Università Telematica “Guglielmo Marconi”, Via Nazario Sauro, 1 - 00195 Rome, Italy.

 

ARTICLE 2
AIMS OF THE ASSOCIATION

2.1 The Association is non-profit, non-political, non-sectarian, and it is not aligned to any party ideology.

2.2 The Association finds its origin from the common need of Distance Universities (Open Universities) to promote and enhance, by supporting research and increasing cooperation in the respect of cultural diversities of each member.

2.3 GUIDE is based upon the knowledge and the experience that its international partners have attained, with a view to the development and use of innovative methodologies and technologies, in order to:

2.4 Working jointly with its members, the association aims, in particular, at:

2.5 In order to achieve the above-mentioned goals the Association promotes:

and organizes:

2.6 Research promotion and implementation activities will be realized in collaboration with either public or private Governments, Bodies, Institutes, Associations from Italy or other countries.

ARTICLE 3
LEGAL REPRESENTATION

The Legal Representation of the Association is up to the Secretary-General, elected by the Directing Board by majority.

ITEM II
MEMBERS AND FINANCIAL MEANS

ARTICLE 4
ASSOCIATION’S FUND

4.2 Part of the Association’s fund is the immovable patrimony given by alienation act to the Association itself by public or private bodies, in order for the Association itself to achieve its social goals.

4.3The Association’s fund is aimed exclusively at granting the obligations undertaken by the Association with respect to third parties.

4.4 The amount and modalities of payment of the membership fees are determined by the Annual General Assembly, as suggested by the Directing Board. The amount of the membership fees may vary according to the category each member body belongs to and/or its size.

4.5 The Association’s financial year begins on January 1st and ends on December 31st . An estimated yearly budget is proposed by the Directing Board and submitted for examination and approval to the Annual General Assembly. The budget will include the expenses for the general management and the organization of the Secretary-General.

4.6 The accountancy of the association will be audit by a properly qualified officers, nominated by the Annual General Assembly.

4.7 Any possible extraordinary expenses are decided by the Directing Board by majority.

 

ARTICLE 5
ASSOCIATION’S REVENUES

5.1 The Association’s revenues are constituted by:

5.1.1 Contributions, funding and shares in money, goods and services, allocated by the EU, the State, public and private Bodies, associations and whomever wants to contribute to the achievement of the association’s goals;

5.1.2 Possible money refunding and recovery from the Association in favour of its members, whatever reason for the expense;

5.1.2 Incomes from services and/or activities provided to members or third parties, or revenues from the use of material and immaterial goods, used for institutional aims.

 

ARTICLE 6
ASSOCIATION’S MEMBERS

6.1 Status of Fellow-members:

6.1.1 The association is open to members coming from all over the world as, open and/or distance and/or e-learning Universities and high education Institutions.

6.1.2 Members fall into different categories: Founders, Supporters, Ordinary, Honorary

6.1.3 Founding Members, with right of vote, are those entering the Association within 180 days from its origin. The Founding members do not pay any membership fee for the first three years of activity of the Association. They may be part of the Directing Board with right of vote.

6.1.4 Supporting Members, with right of vote, pay to the Association higher membership fees as compared to those paid by Founding and Ordinary Members; such fees will be indicated by the Directing Board each time, according to the common goals which have to be achieved and favoured among those ones indicated at Article 2 within the lines dedicated to the Association’s Goals. In order to enjoy the Status of Supporting Members, every year an amount of money will have to be paid, which must not be lower than the year before, a sum to be delivered in accordance with the ordinary and extraordinary Directives by the Directing Board.

6.1.5 Ordinary Members, with right of vote, are those paying, with or without the Association urging them to do so, the yearly association’s fee regularly and absolutely not late, that is before, on and not after the 365th day from the membership’s date, so having full right of participation to the annual general Assembly, also preventively by mail, according to the themes set by the Assembly’s agenda, and exercising their right of vote.

6.1.6 Honorary Members are those who contribute in making the Association prestigious through their knowledge, competence, and papers in order to better achieve the scheduled goals. The Honorary Members do not pay yearly fees and do not enjoy any right of vote.

6.1.7 Members’ admission happens at the request of those being interested. Requests for admission of new fellow members are accepted by deliberation of the Directing Board. Enrolments start from the sixth month following the acceptance of the request.

6.1.8 The status of Member is lost, according to the member’s typology, by resignation, missed payment of yearly membership fee or expulsion.

6.1.9 There is no access limit for the fellow members, but the Directing Board of the Association can decide whether to accept the request or not. Any kind of payment to members is excluded, their activity being completely free. The expenses being paid back to the members during their activity in specific situations, the latter having previously been authorized by the Directing Board itself, do not represent any payment.

6.2 Members duties:

6.2.1 Members must respect the present articles, as well as the rules concerning the social activity and any decision taken by the Directing Bodies; pay the social fee yearly established by the Assembly; contribute to the association’s activities as much as possible.

6.2.2 Any member not fulfilling the above-mentioned duties or behaving so as to harm the Association’s reputation or interests may be expelled by deliberation of the Directing Board.

6.3 A member’s resignation:

6.3.1 A member can resign from the association after having fulfilled all the membership’s duties.

6.3.2 The resignation must be communicated in written form to the General Administrative Office and will be valid by the end of the financial year when the communication is received by the General Administrative Office.

ITEM III
ASSOCIATION’S BODIES

ARTICLE 7
ASSOCIATION’S STRUCTURE

The association’s bodies are:

- Members’ general Assembly
- Directing Board
- Secretary-General
- Scientific Committee for teachers and researchers’ mobility and research activities

ARTICLE 8
PARTICIPATION TO ASSEMBLY

8.1 The Association has in the Assembly its Sovereign Body. All the members being regularly enrolled and having paid their membership have the right to take part to the Assembly, whether ordinary or extraordinary. Generally the Assembly will be lead on-line. The Assembly is called ordinarily at least once a year in order to approve the previously mentioned estimated budget, for the possible renewal of the social positions, to validate new members’ admission and to present the budget scheduled for the current year.

8.2 During an ordinary Assembly the members will be generally represented by their geographical area representative. Each area representative is elected by the members of the same area. The Assembly may be called both for ordinary and extraordinary issues:

a) as decided by the Directing Board;
b) at the request of at least 1/3 of Members, addressed to the Secretary-General.

8.3 Observatories of international Organizations and other relevant bodies or individuals, both European and international, are invited to participate in the Annual General Meetings and in all other important events (conferences, seminars, etc.) of the association by invitation of the Directing Board.

ARTICLE 9
CONVOCATION OF THE ASSEMBLY

9.1 Ordinary and extraordinary Assemblies are convened by the Secretary-General, with a 15-day notice at least, by publicly indicating it on the Association’s Internet site and through e-mailing list to all members. The notice must include date, and time of the Assembly, as well as its agenda. In cases that require urgent attention, the Assembly may be called for within a two-day term by telegram.

9.2 The Assembly is convened at least once per year in order to approve the budget and the final balance.

9.3 The Assembly may be convened at the request of at least three members.

ARTICLE 10

CONSTITUTION AND DELIBERATIONS OF THE ASSEMBLY

10.1 The Assembly is made up on a solid base and able to operate in the presence of at least two members of the Association.

10.2 The intervention by delegation is permitted; the delegation must be properly signed and transmitted in written form to another member exclusively; a maximum of two delegations per member is allowed .

10.3 The president o the Assembly is the Secretary-General or, in case of absence, another member of the Association acting by delegation signed by the Secretary-General himself.

10.4 The Secretary-General is also in charge of the written documents of the Assembly’s meeting, which are available on the Association’s Internet site in the private area reserved to members only.

10.5 The Members having regularly paid their annual fee are allowed to take part in the Assembly.

ARTICLE 11
ASSEMBLY’S VOTING PROCESS

11.1 The voting is by majority on ordinary issues and by 3/4 majority on extraordinary issues. The vote is public and is exercised by a show of hands.

ARTICLE 12
DELIBERATIONS AND POWERS OF THE ASSEMBLY

12.1 The Assembly has the following tasks to fulfil:

Ordinary issues:

Extraordinary issues:

ARTICLE 13
COMPOSITION OF THE DIRECTING BOARD

13.1 The Directing Board if formed by the representatives of each geographical area in which the Association operates and by the Secretary General up to a number of 9 members. The representatives of the geographical areas are elected by the Association’s founding members during specific meetings organised by the Association for each geographical area and will be in office for a period of three years.

13.2 In case of resignation, expulsion or death of a member, the Directing Board, at the first following meeting, acts for his substitution, asking then for validation during the first yearly Assembly.

13.3 The Board’s members will not receive any payment for their activity, except the refund of the expenses being actually made, as documented and previously authorized, strictly connected to the Association’s activities.

ARTICLE 14
THE DIRECTING BOARD’S TASKS

14.1 The tasks of the Directing Board are:

14.2 The Directing Board, exercising its functions, may choose to collaborate with consulting or study committees, nominated by the Board itself, made up by members and non-members.

14.3 The Directing Board deliberates by simple majority, by a show of hands, according to the number of people present. In case of same number of votes, it is the Secretary-General’s vote to decide.

ARTICLE 15
MEETINGS OF THE DIRECTING BOARD

15.1 The Directing Board gathers, always in one single meeting, twice per year and however any time the Secretary-General finds it necessary or whenever at least ¾ of the members of the Board itself request it. Meetings will be lead on-line.

15.2 The Board’s meetings are valid in the presence of at least the majority of its members and have as their president the Secretary-General or, whether the latter being absent, a Counsellor elected by those present.

15.3 The Board’s meetings and deliberations are accompanied by a verbal process subscribed by the Secretary-General.

15.4 The Counsellors and the Secretary are obliged to respect the secrecy concerning the Board’s decisions.

15.5 Only the Board, by specific deliberation, may make the deliberations known whenever publicity is appropriate and convenient.

ARTICLE 16
THE SECRETARY-GENERAL’S TASKS

16. 1 The Secretary-General directs the Association and represents it, fully, before third parties and in judgment. The Secretary has the general responsibilities of conducting and keeping well the social affairs.

16.2 The Secretary-General has the duty to sign the social acts engaging the Association both concerning members and third parties.

16.3 The Secretary-General overlooks in particular the actuation of the deliberations of the Assembly and of the Directing Board.

16.4 The Secretary-General is the president of the meeting of Assembly and Directing Board, is responsible of the execution of deliberations delivered by the Assembly and the Directing Board, subscribes conventions and contracts for and on behalf of the Association and also ensures the respect of the Articles.

16.5 The Secretary-General may adopt the urgent rules which will have to be put to ratification to the Directing Board in the first following meeting.

16.6 The Secretary-General may delegate one or more counsellors to take care of one or more of his tasks, in a transitory or permanent way.

16.7 The Secretary-General may appoint a Vice Secretary; this Vice Secretary may not be one of the members of the Directing Board.

ARTICLE 17
ELECTION OF THE SECRETARY-GENERAL

17.1 The Secretary-General is elected by the Directing Board by simple majority and stays in charge for a three-year terms or until resignation or expulsion; in case of resignation or serious unforeseen difficulties, such as judged by the Directing Board, preventing the task to be undertaken, the Board itself acts for substitution by election of a new Secretary-General.

ARTICLE 18
MEETINGS AND TASKS OF THE SCIENTIFIC COMMITTEE FOR RESEARCH ACTIVITIES AND TEACHERS AND RESEARCHERS’ MOBILITY

18.1 The Scientific Committee meets at least twice per year when the Directing Board also meets and prepares the open works of meeting via web.

18.2 It has project and consulting functions helping the Directing Board in all cultural activities and events of the Association.

ARTICLE 19
ELECTION OF THE SCIENTIFIC COMMITTEE

19.1 The members of the Scientific Committee are nominated by the Directing Board within a number of candidates recommended by the GUIDE members.

19.2 The Scientific Committee is made up by 5 to 9 members nominated for a term not lasting more than three years, and it may be confirmed.

19.3 In case of resignation or prevention from fulfilling his/her tasks by one or more members, the Scientific Committee may act for integration of missing members up to the three-year term’s end.

19.4 The Scientific Committee elects by majority among its members a Chairman having functions of coordination of the activities of the Committee itself.


ITEM VI
FINAL, GENERAL AND TRANSITORY RULES

ARTICLE 20
TERMS OF EXISTENCE OF THE ASSOCIATION

The Association lasts for fifty years and may last more by deliberation of the Assembly.

ARTICLE 21
FISCAL YEARS

21.1 The fiscal year lasts from 1st of January till 31st of December every year.

22.2 The Administration and management of finances of the Association are in charge of the Secretary-General according to the Directing Board’s directives, helped by a treasurer nominated by the Secretary-General himself.

ARTICLE 22
DISSOLUTION

24.1 The Association’s dissolution is deliberated by the general assembly by majority of 2/3 and by the whole Directing Board unanimously.

24.2 In case of dissolution, for whatever cause, it is compulsory for the Association to pass its current patrimony up to other Associations sharing similar aims or for public usefulness issues, according to the controlling body for which see art. 3, comma 190, of law 23rd December 1996, n. 662, except a different aim is imposed by the law.

ARTICLES 23
DOMESTIC RULES

Peculiar functioning and execution rules of the present articles may be possibly arranged by domestic rules to be elaborated by the Directing Board.

ARTICLE 24
EXTERNAL LAWS

For what the present articles does not include, the rules of the Italian Civil Code are to be adopted, if and when applicable, as well as the Special Laws of the Italian legislation body.

ARTICLE 25
TRANSITORY RULES

25.1 Until the call of the first General Assembly that will nominate the Directing Board and until the appointment of the Secretary-General, the function of Secretary-General will be fulfilled “ad interim” by the Rector of the Università Telematica “Guglielmo Marconi”, supported by a Provisional Directing Board formed by representatives of GUIDE members present in Italy.

25.2 The first fiscal will end the 31st of December of 2006.

Presented at the first GUIDE international Conference held in Rome the 13th and 14th of February 2006 and became effective since the 15th of February 2006.