Statute

1 Association

1.1 Establishment and Headquarters

The association named “ASSOCIAZIONE ITALIANA INTERNET PROVIDER” (briefly referred to as “A.I.I.P.” or “AIIP”) is established pursuant to Articles 36 et seq. of the Italian Civil Code.
The association’s headquarters is in Milan.

1.2 Objectives

1. The Association aims to:

a) Promote, according to principles of objectivity, transparency, non-discrimination, and non-distortion of competition, including through the removal of barriers that hinder growth:

  1. access to the market of networks and/or electronic communication services provided through any technology, including internet access, and their supply to the public;
  2. access to the market of content and services of any type, including multimedia content, accessible through networks and/or electronic communication services, and their provision to the public;
  3. the development, convergence, interconnection, access, and interoperability of networks and electronic communication services, including fixed, mobile, and nomadic services;
  4. technological neutrality, as non-discrimination between technologies, content, applications, and services, and non-imposition of a specific technology over others;

b) Promote the development of a telecommunications market based on principles of transparency, fairness, and non-discrimination through:

  1. promoting ethical behavior rules in the delivery and management of services;
  2. ensuring transparency in the technical and economic relations between operators;
  3. promoting the values of entrepreneurship, solidarity, transparency, and collaboration between companies, while respecting each company’s competitive objectives.

c) Protect the member companies by:

  1. promoting initiatives aimed at improving the competitiveness and attractiveness of the territorial context in which telecommunications companies operate;
  2. representing the companies before local, national, and/or international authorities, bodies, and institutions, as well as before other business associations or representative entities, in the interest of the companies themselves;
  3. overseeing general and regulatory legislation, both Italian and European Union, governing networks and electronic communication services, and any service or content conveyed through such networks or services, possibly formulating proposals for the drafting or modification of said legislation and disseminating it to member companies;
  4. promoting their development and well-being within the context of the country’s general interests and their evolution in light of the international context.

 

2. To achieve its objectives, the Association commits, by way of example, to:

  1. provide members with assistance, consultancy, and information services for the interpretation and analysis of sector regulations, as well as support in dealings with public authorities, public institutions, and private organizations;
  2. formulate proposals for the regulation of the sector at national, European, and international levels and contribute to the drafting of rules and practices related to business activities;
  3. collaborate with political, administrative, and technical interlocutors for the development of initiatives aimed at promoting the country’s economy, the growth of networks and electronic communication services, and telecommunications companies;
  4. coordinate its activities and/or participate in similar associations, even in other countries;
  5. designate and appoint its representatives in bodies, organizations, and commissions where Association representation is allowed;
  6. assist and protect, if necessary even in court and before any competent jurisdiction, in matters concerning the interests of the members and the Association itself;
  7. organize events or participate in third-party initiatives to promote the Association’s principles or otherwise pursue its goals, as well as the collective protection of the general economic interests of companies;
  8. participate in seminars, meetings, and hearings, even before Italian or foreign authorities, relating to the regulation of networks and electronic communication services, as well as services and products conveyed through such networks or services, possibly designating and appointing its representatives to bodies, organizations, and commissions where the Association’s representation is allowed;
  9. support, also financially, research and development projects or coordination and documentation activity centers;
  10. identify, design, and test new tools and/or services to help companies increase their competitiveness;
  11. carry out any other task assigned to the Association by the Assembly.

3. The Association is non-profit and may promote entrepreneurial activities only if aimed at achieving its objectives more effectively, possibly also acquiring stakes. To achieve its associative goals, the Association may also establish, participate in, or contribute to foundations, specialized institutions, organizations, and national, European, and international bodies.

4. The Association is non-partisan, autonomous, and independent from any external influence.

2 Members

2.1 Members of the Association

1. The Association is open to companies that provide, through their own or third-party infrastructures, networks and/or electronic communication services (e.g., public provision of networks and/or electronic communication services, electronic communication services, including internet access and IP network transport, voice telephony services, multifunctional nomadic services, mobile telephony services, terrestrial and satellite wireless services), data center services, housing, hosting, cloud services, software-defined networks (e.g., SDWAN), value-added services related to the aforementioned sectors, information society services, or services that are accessible via the internet, in compliance with current laws and regulations, and that meet at least one of the following requirements:

  1. The company’s corporate purpose, as filed with the Chamber of Commerce, must include at least one of the activities mentioned in the previous paragraph;
  2. The company falls under the Ateco classification codes group 61 or 63.11;
  3. The company is registered in the Communication Operators Register (ROC);
  4. The company holds a general authorization pursuant to Article 25 of Legislative Decree 295/03 and its subsequent amendments;
  5. The company is engaged in research and development in the field of electronic communications;
  6. Business associations that meet the requirements listed above.

2. Companies in liquidation or those undergoing procedures under Legislative Decree no. 14/2019 cannot be members.

2.2 Admission of New Members

1.

  1. The application for admission as a new Member, consisting of a duly completed membership form signed by the legal representative of the potential member, accompanied by a Chamber of Commerce certificate and a company presentation, as well as any related documentation, including letters of recommendation from at least two members, must be sent to the Association via certified email (PEC) by the legal representative of the company seeking membership.
  2. The application is subject to a preliminary verification to ascertain that the candidate company meets the requirements described in Article 2.1 of this Statute. The Association may request from the candidate company any documentation deemed useful for this verification (e.g., Chamber of Commerce certificate, financial statements, explanatory notes on the company structure and internal governance, etc.).
  3. Following the verification, the Board of Directors will deliberate, by open ballot, on the admission of the candidate company at the first meeting or the next one, indicating the membership fee that the new member must pay for the current year at the time of admission.
  4. Notwithstanding the obligations incurred upon admission, the company admitted by the Board will become a Member upon payment of the annual fee or a prorated amount calculated on a monthly basis for admissions made during the year.

2.3 Rights and Duties of Members

1. Members have the right to:

  1. Participate in the General Assembly of the Association;
  2. Participate in any events organized by the Association;
  3. Receive information, assistance, consultancy, and, if necessary, protection;
  4. Receive all services provided to the general membership;
  5. Receive all institutional services of direct and indirect representation.

2. Members are obligated to:

  1. Submit the latest approved financial statements, as well as, where applicable, a copy of the most recent “SCM contribution” communication containing demographic and economic data submitted annually to AGCOM; if not required, the Member must provide alternative documentation proving the revenue generated in the electronic communications market;
  2. Pay the annual membership fee set by the Board of Directors within the specified timeframe;
  3. Comply with this Statute and with decisions made by the General Assembly and the Board of Directors, each within its respective competences;
  4. Align their behavior with the Association’s Code of Ethics, if established;
  5. Provide the Association, within the required timeframe and manner, with any data necessary for updating the list of members and their representatives;
  6. Supply the Association with any information, news, and data required for fulfilling the Association’s institutional goals;
  7. Participate in the Association through the owner, legal representative, or another person indicated via PEC, chosen from among the board members, collaborators, employees, or consultants holding significant responsibility within the company. This representative may represent only one Member. The selected representative must not have been convicted by a final judgment of a non-negligent crime with a custodial sentence exceeding six months, nor should they be subject to security or preventive measures. The Member must certify the fulfillment of these requirements and is required to replace the representative should they fail to meet these conditions. The Board of Directors may request supporting documentation to confirm compliance;
  8. Actively participate in the life of the Association, particularly in the General Assembly and the meetings of the association’s bodies to which they have been appointed, and promote the exchange of information between Members and the creation of new services or events of particular external relevance in support of the association’s image and legitimacy;
  9. Not disclose to third parties any information obtained through participation in association activities;
  10. Not undertake external communication initiatives that could be damaging or obstruct the interests represented by the Association.

2.4 Membership Fees

1. Membership fees are determined annually by the Board of Directors according to criteria that consider the revenue earned by the Member in the electronic communications market, as reported in the previous year’s demographic and economic data submitted annually to AGCOM, which serves as the basis for calculating the “SCM contribution.” For companies not required to submit such communication, in the absence of information in the Explanatory Notes as per Article 2427 of the Civil Code, point 10, or other accounting documents deemed conclusive at the sole discretion of the President, overall revenues will be considered.

2. Membership fees are set by October 31 of the year preceding the year to which they apply and must be paid by Members by January 31 of the year to which they refer. In the absence of a revision of the fees by July 31, the existing membership fees will remain in force.

3. In cases where the Member engages in activities beyond those for which they are part of the Association, the membership fee is determined based on the revenue derived from electronic communication services (e.g., public provision of networks and electronic communication services, voice telephony and VoIP services, wireless services) or data center, housing, and hosting services, or from the sale of electronic communication equipment, and in any case, included in the Ateco codes group 61 or 63.11. This amount will be determined as indicated in point 2.4.1.

4. The Association may take legal action against Members who fail to pay the membership fees within the specified terms.

2.5 Withdrawal

1. A Member wishing to withdraw from the association relationship must notify the Association via PEC of their intention to withdraw by September 30 of the year preceding the withdrawal.

2. The withdrawal, in the case outlined in the previous point, will be effective from January 1 of the following year, without prejudice to the Association’s right to receive any sums owed.

2.6 Exclusion

1. Members may be excluded due to non-payment of dues, loss of membership qualifications, or behavior incompatible with the Association’s purposes as outlined in this Statute.

2. The Board of Directors shall notify the Member concerned of the charges brought against them, expressly inviting them to present their written defenses within a period not less than fifteen (15) days, after which the Board of Directors may deliberate on the exclusion, providing appropriate justification, and notify the excluded member of the decision.

3. Members may be excluded by a reasoned decision of the Board of Directors that finds the loss of the qualifications or duties required by Articles 2.1 (Admission) and 2.3 (Rights and Duties of Members) from the date of that decision.

4. The exclusion of a Member takes effect from the date of receipt of the written exclusion notice sent by the President on behalf of the Board of Directors.

5. Exclusion does not entitle the Member to a refund of any membership fees already paid.

6. Upon termination of the membership relationship, the representatives of the excluded company automatically lose their positions within the Association and their ability to represent the Association before external entities and/or bodies. The membership relationship may only resume following a new admission application.

2.7 Suspension

Members who are not up to date with the payment of membership fees will not be able to exercise their membership rights until the outstanding amounts are paid.

3 Organs of the Association

1. The organs of the Association are:

  1. The General Assembly
  2. The Board of Directors
  3. The President
  4. The Vice President or two Vice Presidents, if appointed
  5. The Treasurer
  6. The Secretary, if appointed.

2. These positions are not remunerated if carried out by Directors or representatives of the Members, except for reimbursement of reasonable expenses in case of travel on behalf of the Association, provided they are agreed upon in advance.

3.1 General Assembly

All Members with voting rights may participate in the General Assembly, represented by individuals indicated in Article 2.3 (Rights and Duties of Members). If a Member is unable to attend, they may be represented by another Member via written proxy. Each Member may represent a maximum of one other Member.

3.1.1 Duties of the Assembly

The General Assembly is responsible for:

  1. Electing members of the Board of Directors;
  2. Approving the annual management report and budget;
  3. Formulating directives for the Association’s activities;
  4. Approving amendments to this statute;
  5. Approving a possible Code of Ethics and its amendments;
  6. Deciding on the dissolution of the Association, with a majority of at least three-quarters of the Members;
  7. Deciding on other matters assigned by law or by this statute to the Assembly.

3.1.2 Convening the Assembly

1. The General Assembly is convened by the President via PEC (certified email), sent to the addresses provided by Members upon registration or subsequently communicated to the Association, with at least ten days’ notice.

2. The notice must specify the date, time, location (including telematic), and agenda of the meeting. If held electronically, the notice must include the connection details. The President may add items to the agenda up to 48 hours before the meeting, excluding electoral duties, statutory amendments, and dissolution of the Association.

3. The General Assembly must be convened at least once a year, by June 30, for the approval of the annual financial statements and other decisions, including statutory amendments and the potential dissolution of the Association.

The Assembly may be convened extraordinarily in the following cases:

  1. By the initiative of the Board of Directors;
  2. Upon the motivated request of at least 30% of the Members.

4. The request for an extraordinary meeting must be addressed to the President, specifying the items to be included in the agenda. If the President does not convene the Assembly, the Vice President or any member of the Board of Directors may do so.

3.1.3 Quorum and Resolutions of the General Assembly

1. The General Assembly is valid, on first call, if half of the Members with voting rights are present. On second call, the Assembly is valid regardless of the number of Members present.

2. The General Assembly is chaired by the President of the Association and can meet remotely, provided that:

  1. The President can verify the identity and legitimacy of participants, regulate the meeting, and announce voting results;
  2. The secretary can adequately record the events;
  3. Participants can engage in discussion and vote simultaneously on agenda items, exchanging documentation as needed.

3. If the Assembly is held electronically, it is considered to have taken place at the location where the President is present.

4. The Assembly decides by an absolute majority of the Members present with voting rights. For the approval of statutory amendments, a favorable vote by an absolute majority of Members with voting rights is required. Voting is open and is done by explicit declaration from a recognizable person, calling in sequence for those in favor, against, and abstaining.

5. This open voting method is not used for the election of the members of the Board of Directors, where voting is secret. In the absence of a platform ensuring secrecy and security, voting will be open. In the case of a tie, the oldest candidate will be chosen.

6. Decimal fractions for quorum purposes are rounded down.

7. Minutes of the General Assembly meetings are recorded and can be consulted by members, who are responsible for maintaining confidentiality.

3.2 Board of Directors

1. The Board of Directors consists of 7 to 13 members elected by the General Assembly from among the individuals indicated in Article 2.3 who have expressed their willingness to run for election.

2. Candidates or lists receiving the most votes will be elected. If candidates receive the same number of votes, those representing Members with greater seniority will be chosen.

3. The Board of Directors should ensure the widest possible representation of Members.

3.2.1 Composition of the Board of Directors

1. The Board of Directors consists of the Directors, the President, and one or two Vice Presidents.

The Directors elect and appoint:

  1. The President, from among the Directors;
  2. One or two Vice Presidents, from among the Directors;
  3. The Treasurer, who may be external to the Association.

2. If the Secretary and Treasurer are not members of the Board of Directors, they may attend meetings of the Board and the Assembly by invitation of the President, but without voting rights.

3. Board members serve for two years and may be re-elected.

4. The President cannot serve more than two consecutive terms.

5. A Director will lose their position if:

  1. The Member they represent is excluded according to Article 2.6 (Exclusion of a Member);
  2. The Member they represent notifies the Association of a change in representation;
  3. The Board of Directors determines they no longer meet the requirements to represent the Member according to Article 2.3;
  4. They miss three consecutive Board meetings;
  5. They violate the abstention obligation outlined in Article 3.2.4.3;
  6. They are convicted of a crime with a prison sentence exceeding six months or are subject to security and preventive measures;
  7. They resign via PEC or a similar tool.

6. The Board of Directors will replace any dismissed members by co-opting among the non-elected candidates from the last Assembly, prioritizing those with the most votes, or by electing a new member at the next Assembly. The new Director will serve until the Board is renewed.

7. The Board is dissolved and must be re-elected if more than half of its members are lost simultaneously.

3.2.2 Duties of the Board of Directors

The Board of Directors promotes actions to achieve the Association’s goals and has the following duties:

  1. Appointing the President;
  2. Appointing one or two Vice Presidents and the Treasurer;
  3. Ensuring compliance with the Association’s statutes;
  4. Deciding on membership applications;
  5. Drafting the proposed annual budget;
  6. Annually setting membership fees and defining the payment method;
  7. Presenting the annual financial report to the Assembly for approval;
  8. Examining drafts of proposed statutory amendments and the Association’s Code of Ethics for further consideration;
  9. Defining and implementing the Association’s strategic guidelines;
  10. Approving the appointment of representatives in institutions, bodies, and commissions;
  11. Regulating its own operations;
  12. Performing other tasks assigned by the statute;
  13. Making decisions on extraordinary administrative matters outside the purview of the General Assembly or the President.

3.2.3 Convening of the Board of Directors

1. The Board of Directors is convened by the President or by at least one-third of the Directors through communication, including via email, with at least five (5) days’ notice. The notice period is reduced to two (2) days in cases of justified urgency.

2. The notice must include the date, time, place, and agenda of the meeting, along with any reasons for urgency. If the meeting is held electronically, the notice must include the connection details.

3. The President may add items to the agenda up to 24 (twenty-four) hours before the meeting, excluding matters related to elections, statutory amendments, and the dissolution of the Association. At the start of the meeting, additions to the agenda are allowed if approved by at least half of the present Directors (including the President), but this still excludes the aforementioned topics.

4. The Board of Directors is self-convened at the end of the General Assembly that elected it, in order to proceed with the election of the Association’s roles outlined in Article 3.2.1, so that it can be immediately operational.

3.2.4 Constitution and Decisions of the Board of Directors

1. The decisions of the Board of Directors are valid when at least half of those entitled to vote are present.

2. Decisions are made by majority vote in an open ballot, except for the appointment of the President and Vice Presidents, where the Directors may decide by majority to proceed with a secret vote. Directors cannot be represented by others during Board meetings.

3. If a Director has a conflict of interest on a matter under consideration (including regarding the Member they represent), they must abstain or inform the Board of Directors, which will decide on the obligation to abstain before proceeding with the vote on the matter.

4. The Board of Directors may meet using technology that allows remote participation, provided that all participants can be identified and are able, including the person recording the minutes, to follow the discussion and intervene in real-time.

5. If the meeting is conducted via digital or telematic means, it will be considered to have taken place at the location where the President is present.

6. A summary of the minutes of the Board of Directors’ meetings, prepared by the President or the Secretary, can be consulted by Directors and shown to Members who submit a justified request. Those accessing the minutes must ensure confidentiality.

3.3.1 The President

1. The President has the legal representation of the Association before third parties and in court, with free signature for all acts falling within the Association’s purposes, as well as for acts and operations of ordinary management and administration, including banking operations and the execution of decisions of the General Assembly and the Board of Directors.

2. Additionally, the President:

  1. Maintains the book of Members;
  2. Convenes and chairs all meetings of the General Assembly and the Board of Directors;
  3. Represents the Association institutionally and legally before third parties and in court, with the power to act and defend in court, appointing lawyers and legal representatives;
  4. Oversees the functioning and administration of the Association;
  5. Manages the Association’s bank and postal accounts, with the ability to carry out all related operations, in collaboration with the Treasurer;
  6. Grants powers for the execution of individual acts within the scope of ordinary and extraordinary administration;
  7. Executes the decisions of the Board of Directors;
  8. Exercises powers delegated by the Board of Directors;
  9. Exercises, in urgent cases, the powers of the Board of Directors, with subsequent ratification of the measures taken at the next useful meeting of the Board of Directors;
  10. Exercises substitute powers in case of obstruction or unjustified inertia by the Board of Directors or the Secretary, if appointed;
  11. Establishes and terminates employment relationships with any staff, within the framework of the directives and guidelines approved by the Board of Directors. The selection and appointment of a potential Secretary is the responsibility of the President;
  12. Directs the Association’s activities in line with the General Assembly’s directives.

3.3.2 The Vice President

The Vice President, or in the case of two Vice Presidents, the more senior one, replaces the President in all their duties when the latter is absent or unavailable, or when delegated by the President.

3.4 The Treasurer

The Treasurer has administrative responsibility for the Association and manages the associated tasks. They manage the Association’s bank and postal accounts, reporting to the President and the Board of Directors, with the authority to carry out all routine operations, such as opening, closing, making withdrawals and deposits, issuing checks, and managing income and expenses.

The Treasurer exercises the routine management powers of the Association as determined by the Board of Directors.

3.5 The Secretary

If appointed, the Secretary:

  1. Assists the President and/or Vice President in fulfilling their duties and acts in accordance with their directives;
  2. Manages the operations and functioning of the Association under the direction and control of the President;
  3. Oversees the operational structure of the Association, ensuring its proper functioning;
  4. Handles the sending of meeting notices to Members and any publications of the Association;
  5. Records the minutes of the General Assembly and Board of Directors meetings;
  6. Organizes general events;
  7. Supports the Treasurer in communications with Members.

3.6 Auditors

If appointed, the auditors are tasked with:

  1. Overseeing the regular keeping of the Association’s accounts;
  2. Certifying the correspondence of the financial statements with the entries and accounting records, and with legal provisions;
  3. Presenting a written report on the Association’s accounts to the General Assembly.

4 General Provisions

4.1 Financial Statements

1. The Association’s financial year runs from January 1 to December 31 each year.

2. The budget must be approved by the Board of Directors by December 31 of the previous year.

3. Within three months of the end of each financial year, the President or the Treasurer must present the annual financial statement and the budget for approval by the Board of Directors.

4. The final budget, which must accurately reflect the Association’s economic and financial management and include any additional contributions, must be approved by the General Assembly by June 30 of the following year.

4.2 Assets and Income

1. The Association’s assets are solely responsible for the obligations assumed by the Association itself, while remaining within the limits of legal responsibility.

2. The Association’s assets consist of any movable property, including shares or corporate stocks, and immovable property that is lawfully acquired by the Association, including through donations and bequests in its favor.

The income is composed of:

  1. Membership fees;
  2. Voluntary contributions;
  3. Proceeds from initiatives organized by the Association and/or from third-party sponsorships;
  4. Any other income not prohibited by law or by the Association’s purposes.

3. The assets and income of the Association cannot, under any circumstances, be divided among the Members, not even indirectly or through the distribution of profits or surpluses.

4.3 Dissolution of the Association

1. A proposal for dissolution can be presented to the General Assembly:

  1. By the Board of Directors, with unanimous approval from the Board members;
  2. By the President of the Association, if signed by at least one-third of the members.

2. Dissolution is approved by the General Assembly with the favorable vote of at least three-quarters of the members, along with the appointment of a liquidator who will be given the task and the criteria for the distribution of the assets, in accordance with the legal provisions in force at the time of dissolution. The minutes of the General Assembly related to the dissolution are to be drafted by a notary.

3. In the event of dissolution, the General Assembly appoints a liquidator, granting them extensive powers for ordinary and extraordinary administration to carry out the procedures for the Association’s termination, in accordance with the criteria mentioned in the previous section.

4. Upon completion of their duties, the liquidators present the final accounts to the General Assembly.

4.4 Disputes

Any dispute that arises between Members, or between some Members and the Association, regarding the interpretation, execution, and validity of this statute will be submitted to the exclusive jurisdiction of the court in Milan.

4.5 Transitional and Final Provisions

1. For everything not provided for in this Statute, current legal provisions apply.

2. Members with the title of “observer,” no longer contemplated by this Statute, will retain the status of observer member without voting rights until December 31, 2021. If they expressly or tacitly renew their membership, they will become ordinary Members starting January 1, 2022.

 

DISCLAIMER: only the Italian-language statute has legal force