BY-LAWS for the ITALIAN ASSOCIATION FOR INFORMATION SYSTEMS
ARTICLE I - PURPOSE AND ACTIVITIES
SECTION 1. NAME.
The name of this organization shall be the Italian Association for Information Systems (abbreviation, ITAIS).
SECTION 2. STATEMENT OF PURPOSE.
The Italian Association for Information Systems (ITAIS) is a chapter of the Association for Information Systems (AIS) serving Italy. The goal of the chapter is to promote the exchange of ideas, experiences, and knowledge among scholars and professionals engaged in the development, management, and use of information and communications systems and technology.
SECTION 3. ACTIVITIES.
The activities of the chapter are to promote the exchange of communications on research, education, design, implementation, and management of information systems in both private and public Italian organizations. The activities of the chapter include:
- Providing a forum for those concerned with all aspects of information systems.
- Providing an opportunity for the exchange of ideas concerning management of information systems with member counterparts.
- Conducting programs and conferences for the benefit of members.
- Providing a means for critical examination of the problems and opportunities involved in management information systems.
- All those approved by the By-Laws of the AIS
- Additional activities as approved by the ITAIS Executive Board.
ARTICLE II - MEMBERSHIP
SECTION 1. MEMBERSHIP CLASSES.
ITAIS shall have individual members (including student members) and institutional members. To become a member of ITAIS, individuals or institutions must be accepted by the ITAIS Executive Board and pay the designated dues to ITAIS and to the Association of Information Systems (the parent organization). A member in good standing is defined as one who has paid his or her dues within two months of his or her membership renewal date.
Each individual member shall pay annual dues as established by the ITAIS Executive Board. An individual member has the privileges of (a) voting in all matters concerning ITAIS for which members are entitled to vote pursuant to these By-Laws, (b) standing for election for office, (c) nominating members for office, and (d) receiving all communications to members as specified by the ITAIS Board. Such communications may be by post, facsimile, electronic mail, or any other technology deemed appropriate by the ITAIS Executive Board.
Institutional members shall pay annual dues as established by the ITAIS Executive Board. Each institutional member shall receive the materials and be entitled to the privileges specified for institutional members by ITAIS.
Student members shall pay annual dues as established by the ITAIS Executive Board. Unless otherwise restricted by the ITAIS Executive Board, student members shall have all privileges accorded to individual members and shall receive all communications that are sent to individual members. To be eligible for student membership, individuals shall annually furnish the ITAIS Board a certification by a faculty member of their institution to the effect that they are enrolled as full-time students.
SECTION 2. DUES.
The Executive Board shall have the authority to determine the ITAIS dues and other payments to be made by the members of the chapter from time to time. The annual dues of each member for ITAIS shall be paid prior to the beginning of the membership year as determined by the ITAIS Executive Board.
SECTION 3. MEMBER RIGHTS.
Each regular member shall have the right to vote, participate in all ITAIS and AIS activities, and hold office in ITAIS and AIS.
SECTION 4. LIABILITY OF MEMBERS.
The members of the chapter shall not be liable for the debts and obligations of the ITAIS nor of AIS.
SECTION 5. TERMINATION OF MEMBERSHIP
A member may terminate membership at any time by submitting a letter of resignation to the ITAIS Executive Board or by failing to pay dues within two (2) months of the date on which they are due.
A member may be expelled for conduct deemed prejudicial to ITAIS by a two-thirds majority of the individual members in attendance at a general business meeting where a quorum is present, provided that such member shall first have been served with written notice explaining the reason for the proposed expulsion, and shall have been given an opportunity to be heard by the ITAIS Executive Board at the general business meeting. Due notice of any formal recommendations for expulsion shall be provided by the ITAIS Board to the members, along with a rebuttal provided by the member whose expulsion is proposed, should the member so desire. Expelled members are not eligible for reinstatement.
ARTICLE III - MEETINGS OF MEMBERS
SECTION 1. MEETINGS
An annual meeting of ITAIS shall be held to elect and install officers, to establish annual membership dues, and to conduct such business as required. The time, location, and other details of the meeting shall be determined by the ITAIS Executive Board and communicated to the membership. Preferably, this annual meeting shall be held at the same time and location as the annual ITAIS Conference.
Special meetings of the membership may be called by the ITAIS Executive Board or at the written request of one-third (1/3) of the members of ITAIS. Such notice may be delivered by post or electronic means.
SECTION 2. NOTICE OF MEETINGS
A written or other electronic notice stating the place, time, date, hour, and agenda of the meeting shall be delivered to the membership no less than fifteen (15) days prior to the meeting. The agenda is established by the ITAIS Executive Board and will specify the nature of the business to be transacted at the meeting. Proposed agenda items must be submitted to the ITAIS Executive Board at least one month prior to the date of the meeting. Agenda items can be added at the request of three (3) members of ITAIS Executive Board or by ten (10) percent of the members of ITAIS and shall automatically be included in the agenda.
SECTION 3. QUORUM.
One-quarter of the ITAIS members in good standing, either present or by proxy, shall constitute a quorum. If a quorum is not present, the meeting shall be adjourned and reconvened as soon as practicable.
SECTION 4. VOTING.
Assuming a quorum is present, decisions are made by a majority vote of those members present and voting. Each member has one vote. Any member may vote by proxy given that the person voting that proxy is also a member of ITAIS. All proxy assignments must be in writing. No single member may cast more than two (2) proxy votes.
SECTION 5. REPORTS/MINUTES
The ITAIS Executive Board, on an annual basis, shall provide to the membership a financial report, the proposed budget for the next fiscal year, and a report of any other significant items that have occurred during the previous year.
All decisions made at the annual meeting shall be recorded in the minutes of the meeting, including a record of the number of members present during the meeting.
ARTICLE IV - EXECUTIVE BOARD
SECTION 1. MEMBERS OF THE EXECUTIVE BOARD.
The ITAIS Executive Board is elected by the ITAIS membership at the annual meeting and shall consist of at least six (6) members, as follows:
- Vice-President, Conferences and Programs
- Vice-President, Education
- Vice-President, Publications
- Vice-President, Special Interest Groups
- Other At-Large Members, if so established by the ITAIS Executive Board
The terms of office of all members of the ITAIS Executive Board are one year. Members of the ITAIS Executive Board may be re-elected to the Board without limit but may not serve in the same office for two consecutive years, with the exception of the offices of President and Secretary-Treasurer.
SECTION 2. DUTIES OF THE EXECUTIVE BOARD.
The Executive Board shall serve as the governing authority of the chapter. The property, business, and affairs of the chapter shall be managed by the Executive Board. The Executive Board may exercise all such powers of the chapter as defined by Italian law and these By-Laws. The Executive Board shall, in furtherance, but not in limitation of its powers, have the authority and power to:
- Represent the members of the chapter for all matters, internal and external.
- Establish policies and practices for the chapter.
- Approve broad arrangements for all chapter activities.
SECTION 3. MEETINGS OF THE EXECUTIVE BOARD.
There shall be at least two meetings per year. Additional meetings may be called by the President or at least three members of the Executive Board. The meetings shall be held at a time, place and manner designated by the President. Meetings may be face-to-face or electronic. Notice of the meetings shall be given in writing or orally at least seven (7) days prior to the meeting.
SECTION 4. QUORUM.
Presence of more than one-half of the members of the Executive Board shall constitute a quorum for the transaction of business at any meeting of the Executive Board. Proxies are not allowed.
SECTION 5. VOTING.
Decisions shall be by a simple majority of those present and voting.
ARTICLE V - OFFICERS AND MEMBERS OF THE BOARD
SECTION 1. OFFICERS.
The officers of the chapter shall consist of the President; the Vice-President, Conferences and Programs; the Vice-President, Education; the Vice-President, Publications; the Vice-President, SIG (special interest groups); the Secretary-Treasurer; and At-Large Members (if so established by the Board). All officers are elected by the members of the chapter at the annual meeting of the chapter. The President and Secretary-Treasurer may serve in these offices for two years if so elected; all other officers may only serve for one year, but they may be elected to serve in other offices without restriction. No person may hold any two offices at the same time. All members of the Board serve from the date of their election at the annual meeting until their respective successors assume office. The officers of the chapter shall be members of ITAIS and AIS in good standing. In the case of the incapacity or absence of the President, the order of precedent is President; Vice-President, Conferences and Programs; Vice-President, Education; Vice-President, Publications; Vice-President, SIGs; Secretary-Treasurer; and At-Large Members (by date of seniority on the Board).
SECTION 2. NOMINATIONS.
The Steering Committee shall prepare a slate or slates of nominees with at least one candidate for each of the officer and at-large positions of the Executive Board no later than 30 days prior to the annual election. An individual may be on more than one slate of nominees. Nominations may also be made by any member eligible to vote by sending the name of the nominee to the Steering Committee no later than 30 days prior to the annual election providing the nominee has given prior consent.
SECTION 3. ELECTION.
The election of officers of the Executive Board shall be held at the annual meeting of the chapter. Each voting member, as described in Article III, Section 4, shall be entitled to one vote. Voting shall be conducted by written ballots. The slate of officers receiving the largest number of votes will be declared the winning slate.
SECTION 4. REMOVAL.
Any officer or member of the Executive Board may be removed by the vote of the majority of the voting members of the chapter at any chapter meeting. Such a vote must be recommended and scheduled by the Executive Board. Notification to the members that a vote will be conducted for the removal of an officer or member of the Executive Board must be included with the notice of the chapter meeting.
SECTION 5. RESIGNATIONS.
Any officer or member of the Executive Board may resign at any time by giving written notice to the President or Secretary-Treasurer of the chapter. Such resignation shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
SECTION 6. VACANCIES.
Any vacancy occurring in the elected offices for any reason, shall be filled by appointment by the President with the approval of the majority of the Executive Board. Such appointment shall continue until the next annual meeting.
SECTION 7. DUTIES OF THE PRESIDENT.
The President shall be the chief executive officer of the chapter. The President shall perform all duties that pertain to the office of the President and that may be assigned by the Executive Board. In furtherance, but not in limitation of the office, the President's primary duties shall be:
- Preside over all meetings of the members of the chapter.
- Call and preside over all Executive Board meetings.
- Designate all committees of the chapter and their chairpersons.
- Supervise all other officers of the chapter and see that their duties are properly performed.
- Accept and receive donations, gifts, devises, and bequests.
- Coordinate the chapter's activities and programs and conduct any necessary business with external organizations.
- Ensure that all orders and resolutions of the Executive Board are placed into effect.
- Submit a report of the operations of the chapter for the preceding year to the members at the annual meeting of the chapter.
SECTION 8. DUTIES OF THE VICE-PRESIDENT, CONFERENCES AND PROGRAMS.
The Vice-President, Conferences and Programs, primary duties shall be to:
- Provide for the management of the program for the Chapter Annual Conference to include the call for papers, collection and review of submitted papers, preparation of the conference session schedule for paper presentation, selection of the best conference paper, production of the conference proceedings, and other related activities.
- Provide the advance planning for the Chapter Annual Conference to include arrangements for facilities, speakers, meals, exhibitors, and other related activities.
- Perform such other duties as may be assigned to the Vice-President from time to time by the President and the Executive Board.
- In the absence or incapacity of the President, serve in his or her stead.
SECTION 9. DUTIES OF THE VICE-PRESIDENT, EDUCATION
The Vice-President, Education, primary duties shall be to:
- Coordinate national Ph.D. Programs in Information Systems
- Develop and certify Information Systems curricula
- Establish liaisons with national and international educational institutions.
- Promote participation in AIS to all Italian university students.
SECTION 10. DUTIES OF THE VICE-PRESIDENT, PUBLICATIONS.
The Vice-President, Publications, primary duties shall be to:
- Coordinate all the activities related to printed and digital publications issued by ITAIS.
- Develop and manage the Web portal of ITAIS (Italian ISWorld).
- Develop brochures, press releases, and other communication materials on behalf of the chapter.
SECTION 11. DUTIES OF THE VICE-PRESIDENT, SPECIAL INTEREST GROUPS (SIG).
The Vice-President, Special Interest Groups, primary duties shall be to:
- Manage and coordinate the activities of ITAIS Special Interest Groups.
- Propose new interest groups.
SECTION 12. SECRETARIAL DUTIES OF THE SECRETARY-TREASURER.
The Secretary-Treasurer shall be the administrative officer of the chapter and shall perform all duties that pertain to the office of Secretary and that may be assigned by the President and the Executive Board. In furtherance but not in limitation of the office, the Secretary's primary duties shall be to:
- Keep minutes of the business meetings.
- Attend the sessions of the Executive Board and act as clerk thereof and record all the acts and notes and the minutes of all proceedings in a book to be kept for that purpose.
- Notify members and the Executive Board of all meetings.
- Perform other duties as may be assigned from time to time assigned by the President.
- Review all applications for membership and maintain a membership roster.
- Prepare, distribute, and collect the ballots of the annual election.
SECTION 13. TREASURY DUTIES OF THE SECRETARY-TREASURER.
The Secretary-Treasurer shall also be the financial officer of the chapter and shall perform all duties that pertain to the office of Treasurer and that may be assigned by the President and Executive Board. In furtherance but not in limitation of the office, the Treasurer's primary duties shall be to:
- Collect monies.
- Keep full and correct account of receipts and disbursement in the books belonging to the chapter.
- Deposit the funds of the chapter in a bank designated by the ITAIS with the concurrence of the Executive Board.
- Dispose of funds of the chapter as may be ordered by the Executive Board, taking proper vouchers for such disbursements.
- Render to the President and members of the Executive Board and to the Executive Council of AIS, whenever they request it, an account of the financial condition of the chapter.
- Prepare and file all financial reports required by statute.
SECTION 14. AT-LARGE MEMBERS.
At-Large Members, and their duties and terms of office, may be established at the discretion of the Executive Board.
ARTICLE VI - COMMITTEES
SECTION 1. SPECIAL COMMITTEES.
The President may establish and appoint special committees, not having and exercising the authority of the Executive Board, to aid and assist the President and the Executive Board in the management of the affairs of the chapter.
SECTION 2. STEERING COMMITTEE.
A standing Steering Committee is established. The Directors (or specifically designated persons) of the Research Centers founding ITAIS are members of the Steering Committee. These Research Centers shall also be Institutional Member of AIS. This Committee will prepare slates of recommended nominees for chapter officers and will submit these slates to the ITAIS Executive Board for their consideration. In addition, the Steering Committee will provide the Executive Board with advice and counsel and will recommend and propose policies and activities for the chapter. New Directors, representing other Research Centers in Italy, may be invited to join the Steering Committee by a unanimous vote of the Steering Committee.
The Steering Committee is also in charge for the solving of disputes rising among members or about the interpretation of this By-Laws. The Steering Committee decides on such disputes within sixty (60) days from the appeal. The presentation of an appeal does not cause the suspension of the effectiveness of the act it is referring to.
The charge of member of the Steering Committee is not incompatible with other social charges.
ARTICLE VII - FINANCES
SECTION 1. FISCAL YEAR.
The fiscal year of the chapter shall coincide with the fiscal year of AIS.
SECTION 2. FUND DEPOSITS.
All funds of the chapter shall be promptly deposited in qualified bank accounts established in the chapter's name by ITAIS. Any funds acquired by the chapter shall be clearly marked for and deposited to the account of the chapter. Funds of the chapter shall not be co-mingled with the funds of AIS or any other entity.
SECTION 3. FUND DISBURSEMENTS.
All disbursements of funds of the chapter shall be made by checks signed by the Secretary-Treasurer or, in the event the Secretary-Treasurer is unavailable, by the President.
SECTION 4. LIABILITIES.
The ITAIS shall not enter into any contract or agreement or undertake any action that could result in any obligation or liability for the AIS without the express written consent of the AIS Executive Council.
SECTION 5. TREASURER'S REPORT.
The Secretary-Treasurer shall provide to the Executive Board, at the annual meeting, a written report of the chapter's financial status, which any member of the chapter may inspect upon request. This report will also be made available to the Treasurer of AIS. The Treasurer's accounts shall be audited annually at the end of the fiscal year by an independent representative appointed by the Executive Board.
SECTION 6. DISSOLUTION.
Upon dissolution of the chapter, all assets remaining after disposition of all liabilities will be distributed to AIS or to an appropriate charity with aims and objectives similar to ITAIS.
ARTICLE VIII - AMENDMENTS
SECTION 1. AMENDMENTS
These By-Laws may be altered, amended, or repealed, and new and other by-laws may be adopted by resolution or resolutions duly adopted by a majority of the Executive Board present in person, and submitted to and duly adopted by a majority vote of the voting members of the chapter, with proper advance notice of such a vote to the members. In addition, changes to the ITAIS By-Laws shall be consistent with By-Law 8, Section 6, Changes in Bylaws of the By-Laws of the AIS. Amendments and repeals of temporary regulation (Article IX) are duly adopted if approved by a 2/3 majority of the Executive Board.
SECTION 2. GENERAL DISPOSITIONS
For all that is not regulated in this By-Laws, the Italian General Law will be applied. The Tribunal of Roma is to be considered as the competent forum for all the disputes.
ARTICLE IX - TEMPORARY REGULATION
Art.I. LEGAL HEADQUARTER
In the initial phase, the ITAIS will have legal headquarter in Roma, via Mertel 30.
Art.II. DURATION OF THE FIRST ELECTED EXECUTIVE BOARD
The first elected Executive Board will exceptionally expire on 31 December 2004.
Art.III. FOUNDING RESEARCH CENTERS
The Founding Research Centers are:
- Centro di Ricerca sui Sistemi Informativi (CeRSI), Luiss Guido Carli
- Centro di Tecnologie Informatiche Finanziarie (CeTIF), Università Cattolica del Sacro Cuore
- Laboratory for Enterprise Knowledge and Systems (LEKS), CNR – Italian National Research Council
- ICT - Communication Research and Technology, IULM University
- Laboratory of Information Technology and Communication, University of Trento.