Regulations

Art. 1 - Admission of New Members

1.1 New members are admitted by invitation from the Association, upon nomination by an existing member or upon application by the candidate.

1.2 The Association’s Board of Directors may identify candidates who meet the participation requirements and respect the principles of the Code of Ethics, and invite them to join Base. Candidates identified in this way are not subject to a vote on the invitation by the General Meeting or by individual members, including outside a convened General Meeting.

1.3 Every member is entitled to propose a new candidate for membership to the Board of Directors. Once the Board of Directors has verified that there are no grounds for incompatibility between the candidate and the Association’s values and purposes, it submits the application to the members in accordance with the procedures described in Annex A.

1.4 Anyone wishing to submit their application to the Association is entitled to do so in accordance with the procedures set out in Annex A to these Regulations. The application must contain the required information, failing which it will be inadmissible. Every application is submitted to the Board of Directors, which assesses any grounds for incompatibility with the Association’s values and purposes. If the application is admissible, it is submitted to a vote by the members in accordance with the procedures set out in Annex A to these Regulations.

1.5 Once the admission of a new candidate has been approved, membership is formalised after a six-month probationary period. During the probationary period, the candidate has a status equivalent to that of members in terms of rights and duties; however, the candidate has no voting rights at the Ordinary General Meeting of Members and is exempt from the obligation to pay the annual membership fee.

Art. 2 - Withdrawal of a Member

2.1 Pursuant to Art. 24, paragraph 2, of the Italian Civil Code, every member is entitled to withdraw from the Association unless they have undertaken to remain a member for a specified period. The declaration of withdrawal must be communicated in writing to the Board of Directors and takes effect at the end of the current year, provided that at least three months’ notice is given.

2.2 For reasons, including reasons that are not serious, put forward by the member seeking to exercise their right of withdrawal, the Board of Directors may accept a withdrawal request submitted without the notice prescribed by law and these Regulations, resolve that the withdrawal has taken place or specify a new date from which member status will cease.

Art. 3 - Exclusion

3.1 The Base Board of Directors resolves, by an absolute majority of its members, pursuant to and for the purposes of Art. 24 of the Italian Civil Code, to exclude a member.

3.2 A member is excluded on serious grounds. Serious grounds justifying exclusion include, among others, violations of the Association’s Code of Ethics; violation of the confidentiality and non-publicity rules set out in the Statute; unjustified non-payment of the membership fee; conduct by a member that in any way causes moral or financial harm to the Association; conduct by a member that is contrary to the rules of propriety; and, in general, any conduct by a member that is incompatible with Base’s purposes and values.

3.3 Pursuant to Art. 24, final paragraph, of the Italian Civil Code, members who have withdrawn, have been excluded or have otherwise ceased to belong to the Association may not reclaim contributions paid and have no rights over the Association’s assets.

3.4 A member excluded by a decision of the Base Board of Directors is entitled to seek judicial protection in the manner provided by law.

Art. 4 - Procedure for Resolving on Exclusion

4.1 Exclusion is resolved by the Board of Directors by an absolute majority of its members. The Board of Directors decides without any obligation to give notice or hear both sides.

4.2 The exclusion of a member is placed on the agenda of the next available meeting of the Board of Directors, convened specifically for that purpose if necessary. Exclusion may be proposed by the President of the Association, a member of the Board of Directors or any member. A third party who has had dealings with the Association for any reason may also bring the question of a member’s exclusion to the attention of the Board of Directors.

4.3 For special reasons of expediency, the Board of Directors may refer the decision on the exclusion of a member to the General Meeting of Members, which decides by an absolute majority of those entitled to vote.

4.4 The Board of Directors decides without the involvement of other parties. Before making its decision, the Board may summon, by any means, the member whose exclusion is under consideration to allow them to present their defence.

4.5 The Board of Directors decides by means of a reasoned resolution. The reasons for the resolution include, even in simplified form, all the elements on which the Board based its decision, the reasons why the violation is considered serious and why exclusion is considered a measure proportionate to the seriousness of the violation itself. If the decision was made after hearing the member, the reasons also take the member’s defence into account.

4.6 A resolution deciding on the exclusion of a member takes effect, unless suspended, from the moment it is notified to the excluded member.