Statutes

Statutes of the Data Intermediaries Alliance

Art. 1 - Constitution - A non-profit association called the Data Intermediaries Alliance is hereby established on 23 April 2024 with its registered office in Milan, via Borgonuovo 12.
Art. 2 – Objectives - The Data Intermediaries Alliance’s general objective is to monitor, study and influence the dynamics of data intermediation and valorisation for the purposes of innovation, scientific research, development, the common good, and data altruism. The association's objectives include: (a) the production of studies relating to the role of data intermediaries, as envisaged by the Data Governance Act (Regulation (EU) 2022/868 of 30 May 2022) and other European Union regulations, such as those on European data spaces; (b) the monitoring and sharing of the best practices adopted in Europe and worldwide by data intermediaries, also with reference to data anonymisation, pseudonymisation and synthesisation techniques; c) the analysis of models of secondary use and exploitation of data, both personal and non-personal, in harmony with the different regulations on the protection of personal data, confidentiality, corporate and industrial secrecy, industrial property and secrecy in the public domain. These aims are also to be developed by means of an intense conferences and studies activity that will allow, over time, the drafting, publication and dissemination of analyses, research and documents on the data intermediation, valorisation and protection issues that are most relevant to the proper performance of the various economic, entrepreneurial, institutional and professional initiatives in general.
Art. 3 - Guarantees and requirements - These are binding for this association:
a) prohibition of distributing, even indirectly, profits or operating surpluses as well as funds, reserves or capital during the life of the association, unless the destination or distribution is required by law;
b) the obligation to devolve the body's assets, in the event of its dissolution for any reason whatsoever, to another association with similar purposes or for purposes of public utility, after consulting the control body referred to in Article 3, paragraph 190 of Law No 662 of 23 December 1996, and unless otherwise required by law;
c) uniform regulation of the associative relationship and of the associative modalities aimed at guaranteeing the effectiveness of the same relationship, expressly excluding any limitation based on the temporary nature of participation in the life of the association and providing for associates or participants over the age of majority to have the right to vote for the approval and amendment of the articles of association and regulations and for the appointment of the governing bodies of the association;
d) the obligation to draw up and annually approve an economic and financial statement in accordance with the statutory provisions;
e) free eligibility of administrative bodies, the principle of the single vote referred to in the second paragraph of Article 2532 of the Civil Code, the sovereignty of the assembly of members, associates or participants and the criteria for their admission and exclusion, the criteria and appropriate forms of publicity of the convocation of assemblies, their resolutions, budgets or statements;
f) non-transferability of the membership share or contribution with the exception of transfers due to death and non-revaluability of the same.
Art. 4 - Exercise of membership rights - Membership of the association entails the exercise of membership rights, and in particular eligibility for any office within the association. Members of the Association with active and passive electoral rights are the Colleague Members, Supporting Members and Benefactor Members. Full voting rights at general meetings are established for members over the age of majority and for legal entities that are members, through their representative.
Art. 5 - Associate Members (Fellows) - Associate Members (Fellows) of the association are European citizens over the age of 18, with a degree in law, informatics or economics, or, regardless of their qualifications, with specific skills in data intermediation, protection and valorisation, acquired in professional or research environments, who, sharing the object and purpose, have joined the association in compliance with the provisions contained in these Articles of Association. The application for membership implies the sharing of the principles and programmes of the Data Intermediaries Alliance and the commitment to collaborate in the realisation of the association's aims in the field of data intermediation, protection and valorisation.
Art. 6 - Modalities of Membership for Fellow Members (Fellows) - The application for membership must be completed and signed on the appropriate form. Submission of the application entails payment of the annual membership fee in accordance with the rules set forth in the specific Rules and Regulations. The Board of Directors must accept the application within thirty days, after which silence is equivalent to rejection. If the application is accepted by the Board of Directors, the status of Fellow member shall be deemed to have been assumed from the date of payment of the membership fee.
Art. 7 - Rights and Duties of Fellow Members (Fellows) - Fellows participate in the activities of the association in all its expressions and exercise their active and passive electoral rights in accordance with the provisions of the Articles of Association and the regulations, provided that they have paid the annual membership fee and meet the membership requirements set forth in Article 5. Each member is bound, in the performance of activities inherent to the Association's purpose, to comply with the statutory and regulatory provisions and the resolutions of the Governing Bodies. Each member is committed to the utmost loyalty and to behaving in a manner inspired by respect for the dignity of other members.
Article 8 - Loss of Membership. The status of Fellow Member is lost in the following cases:
(a) resignation
(b) non-renewal
(c) expulsion for loss of qualification or acts contrary to the statutes
Resignations as a member must be submitted in writing, sent to the headquarters and take immediate effect. Resignation extinguishes any pending proceedings before the Board of Arbitrators. Expulsion is imposed by the Board of Arbitrators following disciplinary proceedings or upon notification of loss of requirements by the Board of Directors. Expulsion due to non-renewal shall be considered perfect after 30 days from the due date of payment of dues as per Article 10 below.
Art. 9 - Active and Passive Election of Fellows - The right to vote and the right to elect Fellows shall be exercised by Fellows and shall be acquired after the deadline for acceptance of the application for membership envisaged in the Articles of Association.
Art. 10 - Fellows' membership fees - Forfeiture due to non-renewal - Exercise of voting rights - The Board of Directors shall determine the amount of membership fees for the following year by October of each year. The membership fee must normally be paid by October of the year to which the fee refers. Failure to pay within the following month results in the automatic forfeiture of membership. The right to vote at meetings may only be exercised by Fellows who have already paid the fee for the current year.
Art. 11 - Publicising and updating the list of Fellows - The list of members is not secret. All operations concerning membership and renewals are carried out by the Board of Directors.
Art. 12 - Supporting Members and Benefactor Members - Supporting Members are natural or legal persons, through their representative, who contribute significantly to the activities of the Data Intermediaries Alliance. The membership fee valid to obtain the status of Supporting Member is set annually by the Board of Directors, and can be varied in advance, each year, according to criteria of size (economic volume, number of employees) of the Supporting Member. The status of Supporting Member confers full active and passive electoral legitimacy within the association, in the same way as for Fellows. Each Supporting Member is a member by right of the Assembly of Supporters, if one is constituted. The status of Supporting Member is lost by resignation or non-renewal. Benefactor Members are natural or legal persons who acknowledge significant contributions in favour of the association, as assessed from time to time by the Board of Directors and in any case never to a lesser extent than what the same persons would have paid as Contributing Members. The title of Benemerite Member confers full active and passive electoral legitimacy within the association, in a manner identical to that envisaged for Fellows Members. Every Benemerite Member is a member by right of the Assembly of Supporters and of the Supporters' Committee, if constituted. The status of Beneficiary Member is lost by resignation or non-renewal.
Art. 13 - Honorary Members - The Board of Directors may appoint - after obtaining the consent of the Scientific Committee - Honorary Members, without voting rights. Founding Members remain Honorary Members for life without voting rights, in the event of non-renewal of their ordinary membership and unless they resign. Honorary Membership is lost through resignation or expulsion.
Art. 14 - General Bodies are
1. the General Assembly
2. the President
3. the Secretary General
4. the Scientific Director
5. the Board of Directors
6. the Scientific Committee
7. the Supporters' Assembly
8. the Supporters' Committee
9. the Board of Arbitrators
Art. 15 - Board of Directors (BoD), President, Secretary General - The Board of Directors consists of a minimum of two and a maximum of nine members. The Board of Directors elects the President, the Secretary General and the Scientific Director. The Board of Directors has a three-year term of office, is appointed when the association is established and is elected every three years thereafter by the Assembly, which elects a maximum of five members, and by the Supporters' Committee, if established, which elects three members. Founding members of the association remain honorary members without voting rights of the Board of Directors for life, unless they resign. The Secretary General carries out and coordinates the activities necessary for the proper administrative management of the association, also providing, subject to the binding opinion of the Board of Directors, for the evaluation and acceptance of Fellow Members' membership applications. The Secretary General prepares the fund-raising plan to be approved by the Supporters' Committee, if established, and proposes, subject to the binding opinion of the Board of Directors, to the Scientific Committee and the Supporters' Committee, if established, the study and research grants. The Secretary General also periodically informs the Assembly of the association's economic and financial situation. The Secretary General annually draws up the budget and the balance sheet, also with the assistance of external accountants, and submits them to the General Assembly for its approval; he also prepares the general plan for the distribution of resources according to the criteria determined by the regulations. The Secretary General prepares, also with the assistance of external accounting professionals, the compulsory statements required by law and the procedures for the preparation of accounts, for fundraising and for anything else he deems appropriate for the proper administration of the association.
The Board of Directors coordinates the association's non-commercial institutional activities, deciding the study and research guidelines and scientific communication policies of the Data Intermediaries Alliance. The Secretary General is the legal representative of the association and carries out the negotiation activities necessary to achieve the statutory purposes; he makes payments, collects credits, opens bank accounts and arranges the transactions; he collects any public contributions or in any case due by law. The Secretary General leads the General Assembly, takes care of the communication relations of the Board of Directors within it and with the other organs of the association. With the exception of what is provided by law and what is specified for the direction of the non-profit scientific activity and by articles 16 and 21 of these Articles of Association, the President, the Scientific Director and the other members of the Board of Directors other than the Secretary General do not have any ordinary or extraordinary management power of the association, nor can they arrange operations, sign contracts or assume other external obligations on behalf of the association. The President and the Scientific Director have the right to represent the association scientifically and culturally at conventions, debates, study and research meetings, as well as in the press and other media, by means of articles, interviews, communiqués, speeches.
Art. 16 - Scientific Committee - The Scientific Committee is composed of a minimum of three and a maximum of thirty experts or professionals working in fields closely related to the management of data, such as journalism, health, telecommunications, internet and others that will be identified from time to time. The members of the Scientific Committee are appointed by the Board of Directors, based on criteria of excellence. The term of office is three years and can only be revoked by the Board of Directors unanimously. The Scientific Committee decides by a two-thirds majority, evaluates the works produced by the Fellows and directs the scientific studies of the Data Intermediaries Alliance, performs the function mentioned in Article 13, chooses the speakers of the conferences organised by the association in agreement with the Board of Directors, and selects the papers proposed by the Board of Directors for publication as books of the Data Intermediaries Alliance. Together with the Supporters' Committee, if established, the Scientific Committee approves the study and research grants proposed by the BoD.
Art. 17 - Supporters' Assembly - Each Supporter or Benefactor Member is a member by right of the Supporters' Assembly, if it is expressly constituted by the entitled persons; if it is a legal entity, the Member appoints its own representative to the Supporters' Assembly. The list of Sustaining or Benefactor Members is updated and made public on the website and in the initiatives of the Data Intermediaries Alliance.
Art. 18 - Supporters' Committee - The Supporters' Committee, if established, is composed of a minimum of three and a maximum of nine members, elected by the General Assembly of Supporters for a three-year term, in addition to the Benefactors; it approves the fund-raising plan prepared annually by the Board of Directors and approves, together with the Scientific Committee, the disbursement of study and research grants proposed by the Secretary General.
Art. 19 - The General Assembly - The General Assembly, the highest assembly of the association, is composed of Fellows and Supporting and Benefactor Members, and defines and directs the line of the Data Intermediaries Alliance. The General Assembly is exclusively responsible for amending the Statutes. The Assembly is attended with voting rights by members in good standing in accordance with the Articles of Association. The resolutions of the General Assembly are published on the notice board, computerised or hard copy, of the association and kept on file for Members to view at any time. The convocation of the meeting is sent to each Member by e-mail at least seven days in advance.
Art. 20 - Validity of Resolutions - All collective bodies pass resolutions by an absolute majority of those present, unless otherwise provided for, and elections to assemblies are conducted in a purely proportional manner.
Art. 21 - Scientific Sector Leaders - The Board of Directors may establish Sector or Subject Leaders, whose work is coordinated by the Scientific Director, with the right to attend, upon request, but not to vote in the Board of Directors.
Art. 22 - The Association's activities are financed by: membership fees paid by Fellows, Contributing and Benefactor Members; voluntary contributions from members or third parties; public contributions where permitted; public subscriptions and any other collection activity permitted by law. The amount of the membership and affiliation fees is established annually by the Secretary General, subject to the approval of the General Assembly if they change from the previous year. The Secretary General determines the criteria for the distribution of resources and submits them to the General Assembly for approval each year, subject to the provisions of Articles 15 and 16. The association may carry out commercial operations as long as this activity does not prevail over the institutional one. The association may pay remuneration for intellectual work to its members or directors or to third party professionals, observing the accounting rules of the law: the total amount of remuneration for Members of the Board of Directors is deliberated in the budget by the General Assembly.
Art. 23 - Exclusive Jurisdiction - Each member of the association is obliged to have prior recourse to the Board of Arbitrators, if established, in the event of disputes concerning: the association's activities, the guarantees and principles set out in Article 3, budgets, the application of the articles of association, as well as relations between the Association's Bodies.
Art. 24 - Board of Arbitrators - The Board of Arbitrators is an eventual body, composed of three full members, elected by the General Assembly. The members of the Board of Arbitrators remain in office for three years and may be re-elected. The Board of Arbitrators appoints a Secretary of the Commission from among its members. The President of the Commission is chosen from among the elected members of the Commission by the Board of Directors of the association. With regard to the decisions referred to in the previous article, the Board of Arbitrators is the sole non-appealable judge.
Art. 25 - Regulatory Power of the Secretary General - The Secretary General issues all the regulations necessary for the execution of the Statute, without prejudice to the powers of the Assembly and the Board of Directors and the other organs of the association.
Article 26 - Amendments to the Articles of Association - Amendments to the Articles of Association are the responsibility of the General Assembly. Resolutions are passed with the favourable vote of the majority of those present. However, the General Assembly may delegate to the Board of Directors the power to modify all or part of the articles of the Statutes. The delegation to the Board of Directors must be approved by a two-thirds majority of those entitled to vote at the General Assembly. Amendments made by the General Assembly to articles 2, 3, 4, 23, 24, 26, 27 must be approved by the Board of Arbitrators or, in its absence, by the Board of Directors, and in the absence of such approval shall be considered null and void.
Art. 27 - Transitory and Final Provisions - Starting from the foundation for a period of three years, in order to launch the Data Intermediaries Alliance, the Board of Directors will be formed by the founding members and as many of them as the majority shall appoint. Within two months of the association's establishment, the Board of Directors will appoint the members of the Scientific Committee.

Read, confirmed and signed

Signatures of the constituents.

Milan, 23 April 2024