1) The Association shall be called "CLUB ITALIANO DI ECOENDOSCOPIA", in English "ITALIAN ENDOSONOGRAPHY CLUB" and abbreviated "IEC".
2) The Association has its headquarters in Rome.
3 ) The Association has unlimited duration.
4) The Association is non-political, non-profit and has as its main objectives prevention, protection of health, early diagnosis and treatment of all diseases that may benefit from the use of Endosonography and all methods related to it. These objectives will be reflected by the following activities:
a) Developing and disseminating the knowledge about EUS.
b) Providing direct Health care.
c) Organizing training and conferences and courses in order to update physicians and nurses.
d) Promoting and granting the participation of members in conferences and courses.
e) Performing scientific research in the field of EUS.
f) Publishing scholarships and research grants to fund free professional contracts with Local Health
Companies and University teaching and research grants with Universities.
The Association is specifically inhibited to perform activities other than those listed above, except for what related to them and in any case not being prevalent.
The Association may conduct its activities in conjunction with any other public or private institution, within the framework of the statutory purposes, otherwise associate with other institutions, to promote and forge relationships with national and international scientific societies and clubs that have similar purposes.
The Association is also characterized by a democratic structure, election for membership positions and by compulsory annual statement of operations.
MEMBERS- ADMISSION AND EXCLUSION CRITERIA
5) They are members of the Association who have signed the certificate of subscription and those who will be allowed by the Board of Directors, share the aims of the Association and are deemed suitable for those purposes.
Members are classified into the following categories:
a)Founding members, who are named as such in the certificate of foundation and are compliant with the payment of annual fees;
b)Ordinary members, who have been admitted to membership of the Association and are in compliance with the payment of annual fees.
The admission of ordinary members is by request of interested parties and upon presentation by at least two members. Acceptance of applications for admission is approved by the Board of Directors.
Any refusal should not be justified.
All members have equal rights and equal obligations to the Association and they are required to pay the annual membership fee.
6) The membership of the Association, as well as its withdrawal, are free and voluntary.
Members acknowledge the statute of the Association and any subsequent regulation.
Each member is entitled to participate to all the events of the Association, being excluded temporary participation in Association’s life.
Each member has the right of active and passive vote at the assemblies.
Membership is not transferable.
Reasons for termination of the associative relationship are:
- The dissolution of the Association;
- The death of the member;
- The withdrawal by the member, notified in written form to the Association;
- Exclusion for serious reasons, in accordance with article 24 of the Italian Civil Code, approved by Association members;
- The exclusion for non-payment of the membership fee within one year from the date expected, approved by the Board of Directors.
Members who have exercised their withdrawal or who have been excluded and that, in any case, have ceased their membership, cannot claim any right on the contributions paid and the assets of the Association.
Members residence, for any relationship with the Association, is indicated in the application for admission or subsequently communicated by mail or fax.
7) Members are required to pay the annual membership fee to the amount and befor the deadline established by the Board of Directors. The member who does not comply with the payment of the association fee may not exercise its rights.
The payment of the annual fee is not transferable to third parties.
In no case, even in the event of dissolution of the Association, or in the event of death, termination, withdrawal or expulsion from the Association, the repetition of the annual contribution may occur, also optionally paid to the Association.
8) The assets of the Association shall consist of:
- Property (including real estate and current assets) of the Association;
- Contributions, donations, legacies, grants from public authorities, public and private organizations; associations and foundations, individuals and legal entities generally bestowed with the specific target of increasing the assets;
- Any reserves established with budget surpluses.
Revenue consists of :
- Annual membership fees paid by members;
- Contributions and voluntary contributions of members;
- Contributions, donations, legacies, grants from the Public Administration , public Authorities and private corporations; associations and foundations, individuals and legal entities in general;
- Contributions from international organizations;
- By income from commercial and productive marginal activities;
- Any other means consistent with institutional goals.
9) The organs of the Association are:
- Social Assembly;
- The Board of Directors;
- The President, Vice President, Secretary, Bursar;
- The single Auditor or the Board of Auditors.
10 ) The Assembly consists of all the members.
When it has been duly summoned and constituted, it represents all the members and the resolutions are lawfully adopted binding on all members, even if they are absent or dissenting.
The meetings are summoned by the Board of Directors, through the President, who must also do so upon a reasonable written request by at least one tenth of the members entitled to vote or by the auditors, who will also have the right to summon the assembly in case of inactivity of the Board of Directors.
The convocations are made by electronic mail and, in the absence thereof, by fax, and are sent to each of the members and of the Auditors at least ten days before the date fixed for the meeting.
The meetings are chaired by the President and recorded by the Secretary or, in the case of absence, by a person lawfully intervened and appointed by the majority of those present.
Of each assembly has to be written a report, signed by the person who chaired the meeting and by the Secretary, to be inserted in the appropriate chronological collection.
All members in good standing with the payment of membership fees are entitled to attend the meeting and to vote. The auditors also have the right to attend the assembly.
Each member is entitled to one vote.
Each member may be represented by another member, provided he/she is not a member of the Board of Directors, giving a written consent. No member may represent more than one other member.
Members' meetings may be either ordinary or extraordinary.
11) The ordinary general meeting shall be summoned at least once a year within four months from the closing of the fiscal year.
The following must be submitted to the annual ordinary members' meeting for approval:
- The report of the Board of Directors on the progress of the Association
- The financial statements of the fiscal year accompanied by the report of the Auditors.
The ordinary general meeting shall also decide on:
- The appointment of the Board of Directors;
- The appointment of auditors ;
- The exclusion of members for serious reasons ;
- Any other topic that is being proposed on the agenda.
The meeting is validly constituted on first call with the presence of majority of the members entitled to vote and on second call, to be determined at least two hours after the first call, regardless of the number of members involved.
Resolutions shall be passed by the affirmative vote of the majority of present members.
12) The extraordinary general meeting is convened to deliberate on amendments to the Statute and the dissolution of the Association.
The extraordinary general meeting to amend the articles of association is validly constituted on first call with the presence of at least three-quarters of the members entitled to vote and on second call, to be convened at least two hours after the first call, with the presence of at least one-quarter of the members entitled to vote. Resolutions shall be passed by the affirmative vote of the majority of present members.
The extraordinary members' meeting can resolve to dissolve the Association, both in the first and second call, with the presence and the affirmative vote of at least three quarters of members entitled to vote.
BOARD OF DIRECTORS
13) The Association is governed by a Board of Directors composed of five (5) members, who hold their office for four years and are not immediately re-eligible after their term has expired.
The Board of Directors shall be convened by the President , when it is deemed appropriate to do so or upon request by at least two members and, in any case, not less than three times a year .
The meetings are chaired by the President and minutes are written by the Secretary or, in his/her absence, by one of the participants designated by the majority of those present.
The Board of Directors shall be validly constituted if there is the majority of members and decisions require the affirmative vote of a majority of those present.
The resolutions of the Board of Directors shall be by report, signed by the person who presided over the meeting and the secretary, and are to be inserted in the appropriate chronological collection.
The councillor who, without justifiable reason , does not attend two consecutive meetings of the Board of Directors shall forfeit the office.
Whenever one or more members are missing from the Board of Directors, due to forfeiture of office, resignation, death, or other reasons, a dedicated ordinary meeting should be summoned without delay to appoint the missing members, who will remain in charge for four years.
14) The Board of Directors is entrusted with all powers of ordinary and extraordinary administration , with the power to delegate its powers to the President or one of its members.
In particular, the Board of Directors shall draw up general guidelines and directives of the Association, establish the amount of the annual membership fee, decide on the admission of members and their exclusion for non-payment of membership dues, prepare the financial statements and the annual report on the exercise of management.
The Board of Directors identifies a contact person among members for each region or cluster of regions, on the basis of the number of members.
PRESIDENT , VICE PRESIDENT AND SECRETARY
15) The Board of Directors shall appoint the President, Vice President and Secretary in range of the members in office.
The President and the Vice- President shall hold office for two years and are not immediately re-eligible after their term has expired.
The Secretary holds his/her office for two years and can be renewed after expiry of the mandate.
The President is the representative of the Association in court and before third parties, with faculty, in particular, to open, close and operate bank and post office accounts.
The Vice President replaces for all purposes the President in case of absence or temporary inability in the exercise of the functions.
In case of proven irrevocable inability of the President to perform his duties, the Board of Directors shall appoint a new President.
The Secretary ensures the updating and maintenance of the register of Members, of the book of the records of Members' meetings and of the minutes’ book of meetings of the Board of Directors. These books can be consulted at any time by the Members, who are also entitled to request extracts at their expense.
16) The Board of Directors shall appoint a Treasurer, as part of the members in good standing, which lasts four years and may be renewed on expiry of the mandate.
The Treasurer has delegated the custody of the amounts and values of the Association, the management of receipts and payments, the execution of all bank and cash transaction, as well as updating of its accounting.
AUDITOR OR BOARD OF AUDITORS
17) The control over the financial and accounting management of the Association may be entrusted to a single auditor or a Board of Auditors.
The single Auditor , chosen among the persons included in the list of Statutory Auditors shall remain in office three years and can be renewed.
The Board of Auditors is composed of three members, of which at least one - who will assume the functions of President - to be chosen among the person from a list of Statutory Auditors, who holds office for three years and may be reappointed.
Auditors shall monitor the administrative, economic and financial part of the Association, ensure the proper keeping of accounts, perform cash inspection, examine the financial balance proposal. At the end of each year they shall submit a written report to the Assembly on the work performed and the comments on the final balance. A copy of the report must be sent to the Board of Directors prior to submission to the Assembly.
The auditors may attend the meetings of the Board of Directors, without the right to vote.
FINANCIAL YEAR AND FINANCIAL STATEMENT
18) The financial year ends on 31 (thirty one) December each year .
The Board of Directors prepares in time the financial statements draft to be submitted to the auditors so that they can express comments and submit it to the members Assembly for approval within four months from the closure of the fiscal year .
The Assembly also determines the allocation of any profits or surpluses, which should be reinvested for the pursuit of social goals or allocated in reserve accounts.
The balance proposal, within fifteen days preceding the meeting that approves it, and the approved balance must be kept at the headquarters of the Association available to members who wants to see and want to ask for a copy.
The Association cannot distribute, even indirectly, profits and surpluses, funds, reserves or capital during the life of the organization, unless the destination or distribution is required by law or made in favor of other associations, which, by law, statute or regulation, are part of the same structure.
DISSOLUTION AND LIQUIDATION
19) The Association is dissolved by resolution of the Assembly.
The Assembly approving the dissolution of the Association shall also ensure the appointment of liquidators and, if deemed appropriate, establish the general criteria for liquidation.
Any residual assets at the end of the liquidation, will be donated to another association with similar purposes or for purposes of public utility, based on article 3, paragraph 190 of the Italian Law of 23 December 1996 n. 662 and unless otherwise assigned by the Law.
20) To all matters not expressly provided for it is applied what provided by law.
21) Upon the entry into force of this Statute , the governing bodies remain in office until their natural due date.