Art. 1 – DENOMINATION AND NATURE
The Italian Association of Industrial Hygienists for occupational health and for the environment (its name is abridged in the acronym AIDII) is constituted according to art. 36 of the Civil Code. Its headquarters are located in Milan, Italy. Its duration is indeterminate; it is an apolitical and non-profit organization.

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Art. 2 – PURPOSE AND ACTIVITY
AIDII is a scientific organization, aiming at promoting the progress as well as the spreading of industrial health and of environmental protection. Industrial health is the discipline dealing with the identification, assessment and control of the environmental factors of a chemical or physical nature deriving from industrial activity, inside or outside work premises, which can alter the state of health and well-being of workers and of the population. Its purpose is to prevent damage and, if necessary, decontaminate the environment. Furthermore, AIDII aims at promoting the Certification of Industrial Health through ICII – the Institute for the Certification of Industrial Health.The activity consists in carrying out the annual Congress, in organizing meetings, conferences, courses, seminars, in editing the publications and whatever is deemed useful for the progress as well as the spread of industrial health.
AIDII can participate, through its representatives delegated by the Board of Directors, in work, research and study groups, in the field of industrial health and of the environment. In order to attain its set purpose, AIDII favours agreement and cooperation with other national and international associations and organizations pursuing analogous or complementary goals, in the forms that are deemed more suitable. Furthermore, AIDII can create or be involved in trading companies, which aim at providing services pertaining to the Association’s activity.

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Art. 3 – MEMBERS
AIDII is open to whoever is really interested in pursuing and supporting the statute purposes. It is constituted by: ordinary members, associated members (subscribers – sponsors – companies), honorary members and meritorious members. The association fees paid by the members are not transferable.

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Art. 4 – ORDINARY MEMBERS
The ordinary members are individuals. Ordinary members are admitted upon presentation to the AIDII’s Board of Directors of a written application, including a short curriculum indicating one’s interests in the field of industrial health and environmental protection. The application is examined by the Board of Directors for acceptance: the title of ordinary member is acquired during the year in which the application is submitted only when such application is accepted within the month of June, otherwise the applicant’s acceptance will be postponed to the following year.
During the years following his membership, the ordinary member must pay his social fee by March 31st of the corresponding year. Otherwise, upon proposal of the Secretary, after placing in default the interested party by registered post, the Board of Directors declares the lapse of the membership. The member lapsed because of default cannot be accepted as a new ordinary member for the following three years.

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Art. 5 – ASSOCIATED MEMBERS
The associated members are legal entities (firms, bodies, institutes). As for the procedures of first registration as well as for membership renewal, the rules in article 4 set for ordinary members come into effect. The associated members can participate to the Assemblies through a delegate. The Board of Directors can propose a differentiated membership fee for the associated members.

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Art. 6 – HONORARY AND MERITORIOUS MEMBERS
Honorary members are appointed by the Board of Directors among the people who have acquired a particular scientific credibility in the field of industrial health and environmental protection. Meritorious members are appointed by the Board of Directors among the individuals or legal entities who have provided a significant moral and economic contribution to the development of AIDII. Honorary and meritorious members are not bound to pay the membership fee. However, their participation in members’ meeting as well as the possibility of being elected for a charge is subordinated to the payment of membership fees.

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Art. 7 – DECLINE OF THE ASSOCIATION
The title of member is lost:
• due to resignation, which must be handed in to the Board of Directors in writing;
• due to expulsion by the Board of Directors, following the advice of the Arbitrators, as stated in the following article 8;
• due to decline for default, ruled by the Board of Directors.

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Art. 8 – DISCIPLINARY ACTIONS
They consist in: warning, suspension, expulsion.
Following the advice of the College of Arbitrators, sanctions are inflicted by the Board of Directors, and are communicated to the party concerned through a registered letter.
Against said disciplinary action, a member can apply to the Assembly through a registered letter to be sent to the College of Arbitrators and carbon copied to the Board of Directors. The College of Arbitrators will be responsible for presenting the appeal to the Assembly. The Board of Directors is bound to include the examination of the appeal in the agenda of the Assembly. Such an appeal does not suspend the sanction. The expelled member cannot be readmitted except for an explicit derogation voted by the Assembly of members.

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Art. 9 – GENERAL ASSEMBLY
The ordinary general meeting of members is summoned by the President in Milan or in another national seat at least once a year.
The ordinary general assembly for the approval of the annual account has to be summoned by June 30th every year.
Upon the advice of the Board of Directors, the extraordinary meeting of members can be summoned by the President whenever he identifies the need for it or when at least 100 members up to date with membership fees present a written application to the Board of Directors with an indication of the issues to be included in the agenda. The summoning is sent to all eligible members, that is to say up to date with membership fees, with a notice of at least 30 days, through a letter specifying place, date, time and agenda.
In the summoning notice the date for a second summoning might be indicated, should the number of members present at the first summoning not represent the required quorum for the regular constitution of the ordinary or extraordinary meeting. The meeting summoned a second time cannot take place on the same day that has been set for the first summoning.
Before the beginning of the works, the Assembly elects a President and a Secretary, who is in charge of the drawing up of the minutes. In case of an extraordinary meeting, the position of secretary has to be held by a notary. The President is in charge of verifying the eligibility of the voting members as well as the customary constitution of the assembly.
The ordinary general meeting is valid at its first summoning when half plus one of the eligible members are in attendance; at its second summoning it is valid when at least 2% of the eligible members is present. In both cases it deliberates according to the majority of attending members.
The tasks of the ordinary general meeting are:
a) to approve the annual financial statement, both its estimate and its balance;
b) to fix the membership fee;
c) to approve the report on the activities carried out;
d) to approve the programmatic guidelines of the Association’s activity;
e) to decide upon the appeals of the expelled members;
f) to ratify the resolutions of the Board of Directors concerning the institution of AIDII’s regional or interregional sections.
The extraordinary general meeting is valid at its first summoning when 30% of the eligible members is present; at its second summoning it is valid when at least 10% of the eligible members attends the meeting. In both cases it deliberates according to the majority of members in attendance.
The extraordinary general meeting must deal with the following tasks:
a) to approve by-law changes, except for what is envisaged in art. 10 that follows;
b) to decide the dissolution of the Association and the appointment of one or more liquidators, determining their fees, except for what stated in art. 11 that follows.

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Art. 10 – STATUTE MODIFICATIONS
The proposals to modify the by-laws can be presented through the deliberation of an extraordinary meeting, but also by the Board of Directors. In the latter case, the proposals are voted  through the mail, with a letter sent to a notary’s office, and must obtain the approval of at least half plus one of the valid answers arrived from eligible members, on the condition that such answers are no less than a 100. The proposal to modify the statute is sent by the President to all the members who are up to date with membership fees, with a notice of at least 30 days from the date envisaged for the counting of the answers through letter; in any case the following must be specified:
• the planned changes to the by-laws
• the address of the notary where the counting will take place
• the deadline within which the letters have to arrive.

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Art. 11 – DISSOLUTION
The dissolution of the Association can either be deliberated in the course of an extraordinary meeting, or proposed by the Board of Directors. In the latter case, it is deliberated by a voting through the mail with a letter sent to a notary’s office. The dissolution has to be approved by at least half plus one of the valid answers from eligible members, on the condition that they are no less than 200. The proposal of dissolution is sent by the President to all the members who are up to date with membership fees, with a notice of at least 30 days from the date envisaged for the counting of the answers through letter; the notice specifies:
• the name of one or more liquidators proposed, together with their fees, as well as the modality for the appointment of said liquidators
• the address of the notary where the counting will take place
• the deadline within which the answers have to arrive
Should there be any residual assets at the end of the liquidation process, they will be devolved to non-profit organizations having an aim analogous or similar to the one of the Association, in compliance with art. 5, paragraph 4, Law 266/1991 and Decree Law 460/97.

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Art. 12 – SOCIAL BODIES
The bodies associated to AIDII are:
• the Board of Directors
• the Board of Auditors
• the College of Arbitrators
• the Institute for the Certification of Industrial Health

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Art. 13 - BOARD OF DIRECTORS
Any member who is up to date with the payment of membership fees can be part of the Board of Directors. The Board of Directors is composed of 12 elected members as well as by a member by right. The Board stays in office for three years. An outgoing councillor who cannot fulfil his task for whatever reason is replaced by the first of the non elected. The member by right is the outgoing President, who takes office as Past President for the triennium following. The Past President cannot be elected as a member of the Board of Directors for the three years following his mandate. Among the twelve elected members, the Board chooses
• the President
• the Deputy President
• the Secretary – Treasurer or, if needs be, a Secretary and a Treasurer
The Board of Directors is AIDII’s executive body: it disciplines and coordinates its activities, according to the guidelines approved by the Assembly. It prepares estimates and balances, it takes care of the statement relating to implemented activities, as well as of the programme of future activities to be submitted to the Assembly’s approval.
The Board of Directors designates the Appointments Committee. For a better pursuit of the aims of the Association, the Board can adopt resolutions to set up regional and inter-regional AIDII’s sections, and to approve their statute at the same time.
Such resolutions have to be approved by the members Meeting. The Board of Directors examines the new applications and approves them. Following the advice of the College of Arbitrators, it deliberates on disciplinary sanctions. It proposes the cost of the social fees to the Assembly. It carries out all the other functions devolved to it by the statute and by possible Assembly resolutions.
The Board of Directors is summoned by the President at least three times a year in Milan or in another Italian office, with a written notice sent at least 15 days before the meeting. The Board is considered valid when at least 7 councillors are present. It is chaired by the President of AIDII and it deliberates by the majority of attending members; should there be a tie, the President’s vote becomes predominant.
The election of the President, the Deputy President and the Secretary-Treasurer or of the Secretary and of the Treasurer takes place one by one, in the respective order, through secret ballot. Only the simple majority of attending members is required.

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Art. 14 – PRESIDENT
The President is the legal representative of the Association, holding ordinary and extraordinary administration powers, including the possibility of interaction with banks even on an entrusted basis with disjoint signature from the Secretary Treasurer, who also holds the latter powers. In case of temporary default of the President, his functions are taken on by the Deputy President.

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Art. 15 – PAST PRESIDENT
The Past President is in charge of coordinating AIDII’s relationships at an international level. He also chairs the Appointments Committee, whose activities are specified in article 18, which follows. The Past President takes on the office of President of the Institute for the Certification of Industrial Health. The functioning and structure of ICII is defined in the rules and regulations applied in the statute.

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Art. 16 - BOARD OF AUDITORS
The Board of Auditors is made up of three effective members and two substitutes, elected for a triennium with the same procedures envisaged for the election of the Board of Directors. The Auditors have to verify the validity of the final balance as well as of the final statement related to the activity carried out according to what is provided for in the Civil Code.

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Art. 17 – COLLEGE OF ARBITRATORS
The College of Arbitrators is made up of three effective members and two substitutes, elected for a period of three years with the same procedures envisaged for the election of the Board of Directors. The Arbitrators have the task to advise the Board of Directors with reference to the disciplinary sanctions mentioned in art. 8, to solve the disputes which might arise between statutory bodies and members or among members as well as in all the cases the Board deems it necessary. Should the Association break up, the Arbitrators also deliberate on the destination of the residual assets deriving from its liquidation.

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Art. 18 – APPOINTMENTS COMMITTEE
The Appointments Committee is designated by the Board of Directors and is made up of at least three members. The Past President is a member by right and acts as chairman of the Committee. The other members are designated by the Board of Directors among the ordinary members who have been AIDII’s subscribers for at least 6 years and who are not part of the elected Board of Directors in charge; they cannot appear on the list of candidates.
The Committee is elected by a majority of votes by the Board of Directors at least six months before each social election. Its aim is to promote and collect the candidacies to the social posts, to verify their suitability and communicate them to the Board of Directors at least two months before the elections. The Appointments Committee supervises the legitimacy of the procedures, chairs the counting of the ballot sheets and proceeds to the proclamation of the elected members. Groups of at least 30 members can ask the Appointments Committee to include the name of one candidate of their choice.

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Art. 19 – ELECTION OF SOCIAL POSTS
The voting for the election of the Board of Directors is carried out by mail with a letter addressed to a notary’s office; to this aim the Secretariat sends out the voting papers to the eligible members, indicating the deadline within which the ballot sheets, duly filled and sent back, will be valid for the final count.
For the carrying out of the election to the social posts, upon indication from the Appointments Committee, the AIDII Secretariat will prepare a ballot sheet, including the lists of candidates:
• at least 20 candidates for the Board of Directors, at least 5 candidates for the Board of Auditors,
• at least 5 candidates for the College of Arbitrators.
The electing member can express a maximum of 8 preferences for the Board of Directors and 2 preferences each for the Auditors and for the Arbitrators. The preferences can also go to ordinary eligible members who are not included in the official list included in the ballot sheet.

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Art. 20 – WORK COMMITTEES AND GROUPS
With respect to specific organizational, programmatic or scientific needs, the Board of Directors can envisage the constitution of focused Committees and Work Groups for a short-term period, of which it approves aims, composition and operational rules and regulations.

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Art. 21 – CONSULTATIVE REFERENDUM
With regard to its operative needs, during periods that are far from the Members Meeting, the Board of Directors can request - through the mail - members’ opinion as to specific organizing or scientific problems.

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Art. 22 – ASSETS, ACCOUNT AND FINAL STATEMENT
The social assets are formed by the shares, the members’ contributions as well as by all the movable and immovable property, and the material and immaterial assets that are owned by the Association for whatever reason. Therefore, AIDII’s financial income is constituted by the social fees paid by the members, by the contributions devolved for any reason compatible with the aims of the Association as well as the possible revenues deriving from Companies, envisaged in Art. 2.
Yearly, and in the terms foreseen in Art. 9, members will have to approve a final statement. The social activity starts on the 1st of January and ends on December 31st of every year. This being a non-profit association, returns are not anticipated. Should there be any, they will not be subdivided, but will become part of the patrimony and devoted to corporate purposes.

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Art. 23 – RULES AND REGULATIONS
The Members Assembly delegates the AIDII Board of Directors to formulate a set of Statutory Rules and Regulations, to be submitted to the Members for approval by means of a vote by mail.

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