is hereby incorporated with its registered office in Chieti (Ch), Via Ottavio Henrici, 2.
The Association may establish secondary offices, divisions and branches with a resolution of the Board of Directors, is non-party-political and has a duration until 31st December 2060 and is non-profit-making.

The Association has the purpose of facilitating and promoting the advancement, directly and indirectly, in all the scientific, technological and multi-disciplinary aspects of the subject relative to fractured rock, applied to the energetic, cultural and environmental context, for the benefit of the whole of humanity.

The association proposes fulfilling its purpose through directly and/or indirectly carrying out the following activities:

1. protecting, promoting, supporting and valorising the fields of application as per Article 2 of this Memorandum of Association;
2. carrying out and promoting the activities relative to the fields of application of the purpose as per Article 2 of this Memorandum of Association, namely energy, nature and the environment, scientific research as well as the historic, artistic and cultural heritage of these fields of application;
3. fostering relations and meetings between members, third parties and members and third parties for the profitable exchange of knowledge and experience relative to the fields of application of the subject as per Article 2 of this Memorandum of Association;
4. stimulating the relations and collaboration between individuals, co-operatives, non-profit-making bodies and national and/or European and/or local public institutions for projects of cultural/scientific/environmental and tourist development of the areas of interest;
5. offering information, news, data and all useful documentation to the members and to third parties, for the carrying out of activities through promotional initiatives, as well as producing the relative material;
6. offering information, news, data and all useful information for the education and training of members and third parties, necessary to fulfil the purpose as per Article 2 of this Memorandum of Association;
7. providing and/or preparing the instruments to carry out the activities as per points 1, 2, 3, 4, 5 and 6, by means of preparing services and/or starting up relations of the performance of work, and consequently external and/or internal collaborations, paid and unpaid; carrying out the work necessary to fulfil the purpose as per Article 2 of this Memorandum of Association;
8. providing consulting services, qualified assistance and if applicable instruments necessary to plan and carry out the activities in the fields of application of the scope as per Article 2 of this Memorandum of Association;
9. looking for and analysing the laws relative to the sectors of application of the subject as per Article 2 of this Memorandum of Association for the purposes of the application of the same in the context of the fulfilment of the projects;
10. carrying out all the activities necessary for the fulfilment of the purpose as per Article 2 of this Memorandum of Association.
    
    

1. The Association does not carry out any activities other than those described in Article 3 of this Memorandum of Association, with the exception of those directly connected to it, for the fulfilment of the purpose as defined in Article 2 of this Memorandum of Association.
2. The Association is prohibited from distributing, including indirectly, profits and operating surplus as well as funds, reserves or capital during the life of the Association, unless the destination or the distribution is imposed by law or is made in favour of other non-profit-making associations.
3. The Association is obliged to use the profits or operating surplus to carry out the activities described in Article 3 of this Memorandum of Association and those directly connected to the same.

1. The founders are members of the Association as well as:
   adult individuals
   legal entities
   Associations
   Foundations
   Public and private bodies
   of any nationality that recognize themselves in the purposes according to the Memorandum of Association and that apply for membership stating their motivation, subject to acceptance of the same by the Board of Directors.
   The Body/foundation/association or company applying for membership will be obliged to indicate in the application the individual who will be its representative in the Association.
   In the application for membership, the candidate for membership declares accepting the Memorandum of Association without any reserve, as well as undertaking to observe the rules and the obligations of the Association deriving from the same for the pursuit of the purposes of the Association.
   The application for membership obliges the candidate for membership to all the effects of the Memorandum of Association from the day of submitting the application to the Association.
   Membership takes effect from the date of resolution of the Board of Directors and the annual membership fee must be paid according to the competent category of members within 15 days of the date of the official notification of the acceptance of the candidate for membership.
   The members are divided as follows:
   Founding members: the members that initially signed the Deed of Incorporation
   Ordinary members: members admitted with this qualification by the Board of Directors
   Honorary members: individuals, legal entities, associations, foundations or public and/or private bodies of any nationality, that have acquired particular merits in the world of work, culture, the arts and sciences and any other reason that may be related to the purposes for which the Association has been established. They are not under the obligation of paying the membership fee and are not entitled to vote. The qualification of honorary member is conferred by the Board of Directors.
2. The members that have not presented their resignation in writing by 30th October of each year will be considered as members for the following year as well and will be under the obligation to pay the membership fee.
3. The membership fee cannot be transmitted with the exception of transfer due to death and cannot be re-evaluated. A uniform discipline is in force amongst the members for membership and the conditions of membership. Temporary participation in the Association is specifically excluded.
4. All the members cease to belong to the Association in the event of:
   1) death;
   2) voluntary resignation;
   3) failure to pay the membership fee for at least one year;
   4) failure to respect the by-laws regulating the Association;
   5) failure to respect the memorandum of Association as well as any internal and organizational rules of the activities drawn up by the Board of Directors and approved by the General Meeting;
   6) failure to carry out the duties assigned and according to the indications of the Board of Directors;
   7) unworthiness deliberated by the Board of Directors with regard to a member’s attitude.
5. All the members are entitled to take part in general meetings and to carry out the work previously agreed upon.
6. The resignation of a member must be notified to the Association by registered letter sent 60 days prior to the effective date of resignation and indicating the reasons for giving up the position, in order to allow the replacement if necessary of the position/office occupied with the possible insertion of another member.
7. The exclusion of a member from the association is deliberated by the Board of Directors with a motivated resolution for the activity in contrast with that of the Association, namely, in the event that the member fails to observe the by-laws, the rules or the resolutions of the general meeting or of the Board of Directors. This provision will be notified to the member who has been declared to have fallen from office who, within 15 days of the notification, may have recourse to the general meeting by means of a registered letter sent to the Chairperson of the Association.
8. The member who for any reason ceases to belong to the Association loses any rights to the company capital.
9. Any internal and organizational regulations of the Association may complete the provisions established by this memorandum of Association, regarding the rights and duties of members
10. The association’s positions, with a resolution of the Board of Directors, may give entitlement to retribution and/or reimbursement of out-of-pocket expenses, duly documented and submitted beforehand for the approval of the Board of Directors.
    

The bodies of the Association are as follows:
1) the General Meeting;
2) the Board of Directors;
3) the Chairperson;
4) the Scientific Committee;
5) the Board of Auditors.

1. The General Meeting is made up of all the members as per art. 5, up to date with the payment of their membership fees, each of whom, with the exclusion of the honorary members, is entitled to one vote. The member attends the general meeting in accordance with art. 5.
2. the Ordinary General Meeting meets once a year and the Extraordinary General Meeting meets whenever the Board of Director so deems. The General Meeting is called to specifically examine the most significant topics as well as all other issues not lying within other bodies’ province.
3. The meetings are called by the Chairperson, by registered letter at least 15 (fifteen) days prior to the date fixed for the meeting or by other means established by any internal regulations of the association, with an agenda indicating the items to be discussed. The notice of call also indicates the place, the day and the time of the meeting.
4. The convocation may also be made on the justified request stating the items to be discussed of at least one-third of the members; in this case the Chairperson must, following the procedure as per paragraph 3, call the meeting within 15 days of the receipt of the request and the Meeting must be held within thirty days of the convocation.
5. In the first convocation, the Meeting is regularly made up with the presence of half of the members, present in their own right or by proxy to be conferred on another member. In the second convocation, it is regularly made up however many members are present, in their own right or by proxy. The Ordinary and Extraordinary General Meeting, whether in the first or second convocation, must be attended by at least two-thirds of the founding members, in their own right or by proxy, in order to be valid.
6. Each member may not hold more than two proxies.
7. The resolutions of the General Meeting, both in first and second convocation, are adopted by the simple majority of the attendees, in their own right or by proxy, save where laid down by Article 15 here below. The Chairperson presides over the General Meeting and in the event of absence or impediment, the relative functions are carried out by a member of the Board of Directors designated by him/her.
8. The General Meeting has the following tasks:

1) to elect the members of the Board of Directors -save the first appointments made upon incorporation- and of the Board of Auditors;
2) to approve or reject the requests to amend the Memorandum of Association as per Article 15 of this Memorandum of Association;
3) to approve the following proposals of the Board of Directors:

• programme of annual activity
• any internal and organizational regulations
• the draft and final statement of accounts
• the amount of the membership fees to be paid by members;

4) to pass resolutions on any other topic that the Board of Directors intends to propose.

1. The Board of Directors is elected by the General Meeting and is made up of a minimum of 3 members and a maximum of 5.
2. The Directors remain in office for 5 years and they may be re-elected.
3. The Board of Directors meets whenever the Chairperson deems opportune.
4. The meetings of the Board of Directors are called by the Chairperson, with preparation of the Agenda indicating the items to be discussed. The call may also be made on the request of at least one-third of the members; in this case the Chairperson must make the convocation within 15 days of the request and the meeting must take place within thirty days of the convocation. In the first convocation, the Board of Directors is regularly made up with the presence of half of the members plus one. In the second convocation it is regularly made up with the presence of at least one-third of its members.
5. The Board of Directors passes resolution with the simple majority of the members present at the meeting.
6. The Board of Directors is vested with all the powers of ordinary and extraordinary administration relative to running the Association, with the exception of those that the law or the Memorandum of Association reserves to the General Meeting. It determines the membership fees and the means for finding the funds necessary for the ordinary and extraordinary running expenses and costs for the fulfilment of the purpose of the association.
7. The Board of Directors may draw up internal and organizational rules of the activities which all those participating in the association, whether members or not, must scrupulously follow, under penalty of exclusion from the Association; these rules will be submitted to the approval of the General Meeting.
8. The Board of Directors has the following tasks:
   1. to elect the Chairperson of the Association and the Deputy Chairperson;
   2. to submit to the approval of the General Meeting the annual draft and final statement of accounts;
   3. to determine the programme of work on the basis of the guide lines contained in the general programme approved by the General Meeting, promoting, attributing, assigning and coordinating the activity and authorizing expenditure;
   4. to appoint the members of the Scientific Committee of the Association;
   5. to assign the appointments and fix any relevant remuneration for the activities to be carried out to the Board of Directors, the Chairperson, the Scientific Committee, and to those, members or not, who are deemed suitable for their fulfilment according to the criterion of valuation of the Board of Directors, as well as to fix any remuneration for the association’s positions such as the Chairperson and the members of the Board of Directors;
   6. to accept or reject the applications of aspiring members;
   7. to ratify, at the first meeting in due time, the provisions of its competence adopted by the Chairperson for reasons of necessity and urgency;
   8. to submit to the approval of the General meeting the proposals for amendments to the Memorandum of Association;
   9. to deliberate upon convocation of Ordinary and Extraordinary General meetings.
   10. To establish and structure commissions of study and/or work according to the conditions as per any internal regulations of the association, inviting persons, including non-members, who are competent in relation to the aims as per the Memorandum of Association, to take part in them.
9. The position of member of the Board of Directors does not necessarily provide for the remuneration of the same.
   

1. The Chairperson, who is also the Chairperson of the General Meeting and of the Board of Directors, is elected by the Board of Directors from its members by simple majority of its members.
2. The Chairperson is the legal representative of the association with regard to third parties and before the law and enforces the resolutions of the Board of Directors. He/she is entitled to appoint proxies.
3. The Chairperson remains in office for a period of 5 years and may be re-elected.
4. The Chairperson calls and chairs the General Meetings and the meetings of the Board of Directors.
5. In the case of need or urgency, the Chairperson takes the provisions that are the competence of the Board of Directors, submitting them for ratification at the first meeting in due time.
6. In the event of absence, impediment or cessation, the relative functions are carried out by the Deputy Chairperson, if appointed, or by the oldest member of the Board of Directors;
7. The position of Chairperson does not necessarily provide for the remuneration of the same.

1. The Scientific Committee is appointed by the Board of Directors and is made up of a minimum of 3 members who may be members or not.
2. The members of the Scientific Committee remain in office for a period of 1 year and they may be re-elected.
3. The Scientific Committee has the task of:
   1. carrying out the tasks assigned to it by the Board of Directors and accepted by each individual member of the Scientific Committee through the ways proposed by the Board of Directors, in order to carry out the activities as per point 3 and 6 of Article 3 of this Memorandum of Association, necessary to fulfil the purpose as per Art. 2 of the same, according to the programme of work and the strategies established by the competent bodies;
   2. offering advice to the Board of Directors on the activities of a purely scientific nature to be carried out and to be included in the work programme;
   3. to coordinate the scientific, teaching and cultural activities deliberated beforehand;
   4. to raise awareness of members and third parties on topics pertinent to the activities carried out by the Association;
   5. to individually draw up an annual report on the trend of the activities and their tasks and the impact of these on the fields of application as per Article 2 of this Memorandum of Association;
   6. to apply their knowledge and competences in synergy with the members of the Board of Directors and of the members and/or third parties involved in order to carry out the activities assigned to them;
   7. to promote cultural, scientific and environmental initiatives through the channels highlighted by the Board of Directors in the strategy outlines in the work programme.
4. The duties of the Scientific Committee do not necessarily preclude the remuneration of its members (members or not of the Association) who carry out the activities assigned to them by the Board of Directors and approved during the General Meeting, as well as accepted by the members of the Scientific Committee without any claim and/or reserves according to the conditions proposed by the Board of Directors.
5. The office of member of the Scientific Committee is incompatible with that held in another Association having a similar purpose to this one.
6. Any members belonging to the Scientific Committee should refer to all the provisions as per Article 5 of this Memorandum of Association.

1. The Board of Auditors is appointed by the General Meeting if the latter deems necessary and is made up of 3 members, members and/or non-members, with the appropriate professional qualities.
2. Its function is that of checking the correctness of the operations in relation to the provisions of the law and the Memorandum of Association, preparing an annual report on the occasion of the approval of the final statement of accounts.
3. The members of the Board of Auditors remain in office for one year and they may be re-elected.

1. The Association draws the economic resources for the functioning and carrying out of its activity from:
   1. annual membership fees
   2. voluntary contributions by members which may be requested in relation to the needs and functioning of the Association and/or on the occasion of the transfer of assets for specific services;
   3. contributions, donations and gifts from third parties;
   4. contributions from the State, public bodies and institutions;
   5. contributions from international organisms;
   6. contributions from the European Community;
   7. income from promotional activity and sponsoring;
   8. donations and bequests;
   9. income deriving from agreements;
   10. income from mobile property or real estate, reaching the Association by any way;
   11. income for services performed by the Association;
   12. funds received during public collections carried out within the limits laid down by current laws.
2. The funds are deposited at banks established by the Board of Directors.
3. Each financial transaction is provided for with the signature of the Chairperson.

1. The membership fee to be paid by members is fixed by the Board of Directors and submitted to the approval of the General Meeting. It is annual, it cannot be split or repeated.
2. The rules of the payment of the membership fee and of the rights and obligations of the members connected with the same are regulated by Article 5 of this Memorandum of Association.
   

1. Each year the draft and final statement of accounts must be drawn up by the Board of Directors, in the forms established by the laws currently in force, to be submitted to the approval of the General Meeting that will decide by simple majority vote.
2. The statement of accounts must coincide with the calendar year.

1. Proposals for modifications to the Memorandum of Association may be presented to the General Meeting by the Board of Directors.
2. The relative deliberations are approved by the General Meeting with the favourable vote of the simple majority of the members present in their own right or by proxy, according to the ways as per art. 7 above.

1. The Association winds up:
   1. on the wishes of the majority of 2/3 of the members as per art.5 of this memorandum of Association and according to the conditions as per art. 7 of the same;
   2. according to the conditions as per Article 27 of the Civil Code;
   3. for the other reasons as per Article 27 of the Civil Code.
2. In the case of winding up of the Association, for any reason whatsoever, the capital will be transferred to other organizations having similar purposes or for purposes of public use after having heard the opinion of the controlling body as per article 3, paragraph 190 of law no. 662 of 23.12.1996, and save any other destination imposed by the laws in force at the time of winding up.

For everything that is not laid down by this Memorandum of Association, reference is to be made to the current legislative provisions on the subject.