The Statute is the document on which the Italian Association of Cardiomyopathies AICARM APS is based, regulates its functioning, internal organization and social purposes.
Art. 1 NAME
It was established, pursuant to the Legislative Decree of 3 July 2017, no. 117 (hereinafter referred to as the "Third Sector Code" or "CTS") and, to the extent compatible, of the Civil Code and related implementing provisions, an Association having the following name:
"ASSOCIATION ITALIAN HEART DISEASE APS, in brevity
The acronym APS, even if present in the denomination, will be used after enrollment in RUNTS, while the acronym ONLUS up to said enrolment.
Art. 2 HEAD OFFICE LEGAL
The Association has its registered office in the Municipality of Florence.
The transfer of the registered office within the Municipality does not constitute a statutory modification.
Art. 3 PURPOSE E OBJECT
The Association is non-profit and pursues, exclusively and/or principally, civic, solidarity and social utility purposes, through the performance of activities of general interest, falling within the category referred to to art. 5 lett. a) and c) of the CTS: social and socio-health services, aimed at members, their families or third parties, mainly making use of the voluntary work of the own associates or persons adhering to associated bodies. In particular, the Association will deal with:
- Promote the aggregation of patients with Cardiomyopathies (diseases of the heart muscle) and their families, in order to interact at an institutional and health level, to circulate information and ideas to improve the quality of life and to minimize the impact of cardiomyopathies on the clinical, psychological, economic and professional well-being of individuals affected.
- Contribute to the training and scientific research of Universities, IRCSS, hospitals.
- Disseminate information on cardiomyopathies also of genetic origin, including epidemiology, diagnostic methods and therapies, also using IT tools and organizing training courses and regional or national conferences.
- Improve the standard of care for patients with cardiomyopathy, including the verification of the structures in charge and the promotion of centers of excellence with proven experience, assistance and research in the sector.
- Help patients with Cardiomyopathy during the treatment process, both through practical information regarding centers of excellence and qualified healthcare professionals, and - where necessary - through economic support that guarantees access to the best treatments nationwide.
The faculty for the assembly to deliberate remains unaffected any extensions, integrations and / or changes organisers' activities institutions traced here, always in the context of the activities of general interest indicated in art. 5 of the CTS. Furthermore, the Association will not be able to carry out activities other than the institutional ones, with the exception of the secondary and instrumental ones referred to in art. 6 of the CTS and subsequently identified by the Governing Council.
Until registration in the Single National Register of the Third Sector, the previous rules continue to apply for the association for the purposes and for the effects deriving from registration in the Onlus Registry.
Art. 4 ACTIVITY VARIOUS
Pursuant to art. 6 CTS, the Association may also carry out activities "different" from those of general interest indicated above, provided that they are secondary and instrumental to the same, giving express consent to this from now on.
Art. 5 COLLECTION FUNDS
The Association, in accordance with the provisions of art. 7 of the Third Sector Code, will be able to carry out fundraising activities with any tool and method, by requesting donations, bequests and contributions of a non-reciprocating nature from third parties. The fundraising activity may also be carried out in an organized and continuous form and through public solicitation or through the sale or provision of goods or services of modest value, employing own and third party resources, including volunteers e employees.
Art. 6 DURATION
The association is established on a temporary basis undetermined.
Art.7 I MEMBERS
Admission di new members:
Individuals, social promotion associations and third sector or non-profit organizations who are interested in the activities of general interest pursued by the Association can join the Association in unlimited numbers as members. , who fully participate in the inspiring values and principles, and who share the institution's goals and purposes.
The admission of a new member will take place by resolution of the board of directors, following a specific request formulated by the interested party, and by annotation in the members' register.
Any rejection of the application for admission must be communicated, within 60 days of the presentation of the application, to the interested party by any means that guarantees its receipt.
Against the rejection resolution, the interested party may request, within 60 days of the communication of the rejection resolution, that the shareholders' meeting decide on the rejection, in ordinary session.
Once admitted, the member is required to pay the membership fee, as provided below.
Membership status is not transferable. The sums paid as a membership fee are not refundable or revaluable.
rights e Duties of the members:
Members have the right of:
- to elect the associative bodies and to be elected in the themselves;
- be informed about the activities of the association and monitor its progress;
- attend the premises of the association, on the basis of what may be established by subsequent regulations;
- participate in the initiatives and events promoted by the association;
- view the balance sheets and consult the association books by written request to the President.
Members have a duty of:
- maintain irreproachable civil and moral conduct both within the premises of the association and on the occasion of any event that concerns it;
- all members, without distinction, must comply with the rules dictated by the association statute and by any subsequent regulations and comply with the resolutions, decisions, directives and conventions adopted by the bodies of the Association;
- members must not perform acts incompatible with membership of the Association and contrary to the purposes of the same;
- the member is required to pay an annual fee, the amount and expiry date of which is set annually by the Association's board of directors;
- each member at the time of registration to the Association, must provide useful and valid addresses and contact details for any information and/or communication as well as for the purpose of convening the assembly. For this purpose, the member undertakes, thus freeing and dispensing with the Association, to communicate to the same any change in contact details and addresses previously indicated.
Lost of quality di a member:
Loss of membership status and/or exclusion from the Association will occur:
- by death of the associate;
- for withdrawal of the shareholder, as regulated in the paragraph that follows;
- if the member is not up to date with the payment of the membership fee for three consecutive years;
- where the shareholder has seriously contravened the obligations of this statute and any regulations;
- where the member denigrates the Association, its corporate bodies, its Members;
- where the shareholder hinders the regular performance and development of institutional activities, pursuing the dissolution of the Association;
- so far as il a member si appropriate unduly of the funds social, deeds, documents or other property of the Association;
- where the member causes material or moral damage of a significant entity to the Association.
The exclusion of the member from the membership is left to the reasoned resolution of the board of directors, after having heard the reasons of the interested party.
The shareholder may ask to resort to the evaluation of the meeting within thirty days of receiving the notice of exclusion. In this case, the deliberation rests with the assembly and against this decision an appeal to the judicial authority is permitted within 6 months from the date of notification of the decision.
The loss of membership will not give rise to any reimbursement of membership fees or portions of fees paid.
The associates who, for whatever reason, have ceased to belong to the Association have no right to the patrimony of the same.
The Board of Directors has the right to readmit defaulting Members who have paid the registration fee late.
Faculty di withdrawal:
The member who intends to withdraw from the Association must notify it by registered letter with return receipt or by pec, to be sent to the registered office or to the pec address of the same, one month before the expiry of the period of time for the which è associate. Collar receipt da part
of the Association of the aforesaid communication, the quality of associate of the resigning will be understood automatically decayed.
Art. 8 ORGANS OF THE ASSOCIATION
The bodies of the Association are: the shareholders' meeting, the board of directors and the supervisory body. All charges are free.
Art. 9 ASSEMBLY OF MEMBERS
The assembly is made up of all subscribers.
The meeting meets after a summons to be sent to the members by email or failing that, by letter, to the addresses and contact details communicated by the members at the time of registration and by posting the notice of the meeting in the office social.
The shareholders' meeting is usually convened, in ordinary or extraordinary meeting, by the president on a resolution of the board of directors, no less than 10 days before the date indicated in the notice of meeting, and meets, unless otherwise indicated, at the headquarters law of the Association.
The ordinary assembly is convened at least once a year, by 30 April, in order to decide on the cash management report or, if the dimensional limits for being able to opt for it are exceeded, the ordinary and social budget of the Association, and on all other topics di general nature entered on the agenda, referred to in summons.
The Assembly can also be convened, as well as by resolution of the board of directors, also by the president of the Association alone, where he deems it necessary or at the request of at least 1/10 (one tenth) of the members regularly subscribers.
Constitution of the assembly:
All registered members who are up-to-date with the payment of the membership fee due annually have the right to participate and vote in the assembly.
The resolutions of the ordinary assembly are taken by majority vote and with the presence of at least half of the members Associates.
In the second call, the resolution is valid whatever the number of attendees, even if represented by another specifically delegated shareholder. The date of any second session may already be indicated in the notice of call of the first.
Each shareholder may represent one or more other shareholders, up to a maximum of 3 (three), provided they have a regular written proxy, also affixed at the bottom of the notice of call, and provided that the proxy does not hold the office of director.
For the resolutions concerning the amendments to the Articles of Association to be valid, attendance at the meeting will be required before purchasing, convocation of two thirds and in second convocation, of at least half of the registered members and the consent of at least 2/3 of the votes of the members present or represented.
Votes will be cast blatant.
In order to deliberate the dissolution of the association and the devolution of the assets, the favorable vote of at least three quarters of the members is required.
The assembly is chaired by the president of the association who appoints the secretary. The secretary will draw up the minutes of the resolutions of the assembly. The minutes will be signed by the chairman of the meeting, the secretary and the scrutineers if there are votes.
Each shareholder has the right to consult the minutes and to draw from them copy.
It is possible for members to participate in the Assembly by means of telecommunications provided that it is permitted to carry out the checks and carry out all those activities which must result from the minutes; in particular, the Chairman must be able to ascertain the identity and legitimacy of the participants, ascertain the methods and proclaim the results of the vote, identifying those in favour, abstaining and dissenting; participants must also be able to participate in the discussion and to vote simultaneously on the items on the agenda, to view, receive or transmit documents, to make statements relevant on the agenda to be summarized, at their request, in the verbal.
Powers of the assembly:
The Assembly deliberates in session ordinary;
- on the number of board members directive;
- on the appointment and revocation of the members of the management council and of the supervisory body;
- on any re-examination of the application for admission a partner;
- on the approval of the cash management report or, if the size limits for being able to opt for it are exceeded, of the ordinary and corporate financial statements;
- on the liability of the members of the corporate bodies and on the possibility of promoting liability action against them;
- on the possible regulation of the works shareholders;
- on any other matter expressly delegated, by law, deed of incorporation or statute, to the resolution of the assembly ordinary.
The assembly decides in session extraordinary
- on changing the statute;
- on any other matter expressly delegated, by law, deed of incorporation or statute, to the resolution of the assembly extraordinary.
For anything not expressly provided herein statute in theme di organo assemble, si recall The articles 24 and 25 of the CTS as well as the provisions of the Code civil.
Art. 10 COUNCIL DIRECTIVE
Payroll of the membership of the advice directive:
The Governing Council will be composed of 3 to 9 members and will remain in office for three years.
The members of the board of directors will be appointed, at the end of each three-year mandate, by the assembly, in ordinary session, according to the methods and quorums established above, in the part of this deed relating to the assembly body. Its members may also be reconfirmed and re-elected at the end of their three-year mandate, and with no limit to the number of mandates. The majority of the members of the board of directors must be composed of patients or relatives of patients with a degree of kinship up to the third degree, associated or indicated by the associated bodies.
In the event of the death or resignation of a director before the expiry of the mandate, the Governing Council will be able to provide for his replacement by drawing on the list of non-elected or, failing that, calling supplementary elections; the director thus appointed will remain in office until the natural expiry of the mandate.
If, for any reason, the number of directors should be reduced to less than half, the entire board of directors will be considered lapsed and will have to be renewed by the assembly, to be convened as soon as possible.
The administrators, within 30 days of the news of their appointment, must request their registration in the single national register of the third sector, indicating, in addition to the information provided for in par. 6, art. 26 of the third sector code, to which of them the representation of the association is attributed and specifying whether separately or jointly. The power of representation attributed to the directors is general, therefore the limitations of this power cannot be enforced against third parties if they are not entered in the aforementioned register or if it is not proved that the third parties were aware of them. The art. applies. 2382 of the Civil Code regarding the causes of ineligibility and decadence.
Constitution e deliberations of the advice directive:
The board of directors meets whenever necessary, and in any case not less than once every six months, either on the initiative of the president or at the request of at least 2/3 of the directors. The convocation will take place according to the procedures and times provided for the convocation of the assembly body.
The resolutions of the Governing Council are taken by majority vote of the directors.
In the event that a director should not participate in n. 3 (three) consecutive convocations, the councilor will be deemed to have lapsed by right, unless this is due to serious reasons.
The intervention of the members of the Body is possible Administrative to the meetings of the same by means of telecommunication provided that it is possible to carry out the checks and carry out all those activities that must result from the minutes; in particular, the person chairing the meeting must be able to ascertain the identity and legitimacy of the participants, ascertain and announce the results of the vote, identifying the directors in favour, abstaining and dissenting; participants must also be allowed to participate in the discussion and to vote simultaneously on the items on the agenda, to view, receive or transmit documents, and to request that their declarations or dissent be recorded in the minutes.
Powers of the advice directive:
The board of directors is vested with all power to decide on the initiatives to be taken and on the criteria to be followed for the achievement and implementation of the aims of the Association and for its management and ordinary administration and extraordinary.
By way of example only and not limited to the advise:
- in the first session it elects, by majority vote, among its members, the President, the Vice President and the honorary President;
- establishes the directives for the implementation of the statutory tasks, establishes the methods of execution and supervises the execution itself;
- decides on the convening of the assembly of members;
- decides on any investments assets;
- sets the annual membership fees to the association;
- decides on the admission and exclusion of Associates;
- decides on the activities and initiatives of the Association and on its collaboration with any third parties;
- draws up the budget, to be presented to the assembly of members;
- issue all measures concerning the personal;
- stipulates the deeds and contracts inherent and functional to the exercise of the company's activities;
- discusses and resolves on any other matter not referred to the shareholders' meeting.
The Board of Directors can appoint a Scientific Committee as a consultative body of the Association.
For all matters not expressly provided for by this statute on the subject of the administrative body and the responsibility of the directors, reference is made to articles 26, 27, 28 and 29 of the CTS as well as the rules of the Civil Code.
Art. 11 REPRESENTATION OF THE ENTITY
The signature and the legal representation of the Association in front of any judicial and administrative authority as well as in front of third parties are conferred to the president and can be delegated by him. The president of the Association, who also presides over the board of directors, remains in office for three years and can be re-elected. In situations of urgency and necessity, he can also assume the decisions within the competence of the board directive, submitting them to the same for ratification at the first meeting useful.
The President remains in office as long as the Administrative Body and ceases due to the expiry of the mandate, voluntary resignation or possible revocation, for serious reasons, decided by the Assembly, with the majority of those present.
At least 10 days before the expiry of the mandate of the Administrative Body, the President convenes the Assembly for the appointment of the new Governing Council.
In case of absence or impediment of the president of the Association, he will be replaced by the Vice president.
Art.12 IL PRESIDENT HONORARY
The honorary president assists the president of the Association in his functions of institutional representation and towards third parties.
Art. 13 COMMITTEE SCIENTIFIC
The Scientific Committee is made up of a maximum number of 9 professionals with proven clinical and scientific experience, which can be deduced from the curriculum, in the subjects covered by the association's activity, and will remain in office for three years.
The Scientific Committee is appointed by the Board of Directors on the proposal of the President, and remains in office for the period of their mandate. The mandate is renewable.
The Scientific Committee collaborates with the Body of administration when it comes to predisposition of the programs di organisers' activities of the Association, which will be presented annually to the assembly. The opinion of the Scientific Committee, expressed by its President, after having consulted the members of the same Committee, is mandatory but not binding for the part of the program that pertains to research, study, scientific information and support to clinical activity .
Art. 14 RESOURCES CHEAP
The economic resources of the Association are constituted by:
- shares of Associates;
- contributions of Associates;
- contributions of third parties;
- inheritance, donations and bound;
- proceeds deriving from the performance of the institutional activity and from those of the secondary and instrumental activities referred to in art. 6 of the CTS;
- from collection funds;
- other revenue compatible with the legislation in subject.
For its financing, the Association may also resort to external credit and non-interest bearing loans from its members Associates.
The Association is prohibited from distributing, even indirectly, profits and operating surpluses as well as funds, reserves however named, in favor of founders, directors, associates, participants, workers or collaborators and in general to third parties, even in the case of withdrawal or even in each other hypothesis of individual dissolution of the relationship associative.
Anything indicated in art. 8, paragraph 3 of the CTS, referred to here.
The assets of the Association including any revenues, annuities, proceeds, income however denominated is used for carrying out the statutory activity for the exclusive pursuit of civic, solidarity and social utility purposes.
Art. 15 DISSOLUTION OF THE ASSOCIATION e DEVOLUTION OF HERITAGE
The dissolution of the Association is approved by the assembly in an extraordinary session, which will appoint one or more liquidators and decide on the destination of any residual assets. Pursuant to Article 9 of the Third Sector Code, this must be devolved, subject to the opinion of the Office referred to in Article 45 paragraph 1 of the CTS, to another body / s of the third sector, which carries out a 'similar institutional activity, unless otherwise required by law.
For anything not expressly provided for in this statute regarding the transfer of assets in the event of dissolution, please refer to art. 9 of the current CTS.
Art. 16 REPORT MANAGEMENT E BALANCE
The fiscal year opens on January 1st and will close on 31 December of each year. The financial statements are prepared by the Governing Council and approved by the Assembly within four months of the end of the financial year to which it refers. It must be filed with the single national register of the third sector.
The Governing Council documents the secondary and instrumental nature of the various activities referred to in art. 6 of the CTS as appropriate in the mission report or in the notes to the financial statements.
The Association must comply with the provisions of art. 14 c. 2 of the CTS if the revenues, annuities, proceeds or revenues exceed 100.000,00 euros per year.
Art. 17 BOOKS
The Association shall hold the following books:
- register of associates, kept by the council directive;
- register of volunteers;
- book of meetings and resolutions of the assembly, in which the minutes drawn up by public deed, kept by the board of directors, must also be transcribed;
- book of meetings and resolutions of the board of directors, kept by the same body;
- book of meetings and resolutions of the Supervisory Body if established.
Members have the right to examine the aforementioned membership books as indicated in art. 8.
Art. 18 ORGAN DI CHECK
The control body is single-person and is appointed only when the requisites provided for by law are met.
The member of the control body, to whom art. 2399 of the civil code, must be chosen from the categories of subjects referred to in co. 2, art. 2397 of the code civil.
The control body supervises compliance with the law and the statute and compliance with the principles of correct administration, also with reference to the provisions of Legislative Decree no. 8 June 2001. 231, if applicable, as well as on the adequacy of the organisational, administrative and accounting structure and on its concrete functioning. It also exercises accounting control in the event that a person in charge of the statutory audit of the accounts is not appointed or in the event that one of its members is a statutory auditor entered in the appropriate register. The control body also performs tasks of monitoring the observance of civic, solidarity and social utility purposes, and certifies that any social balance sheet has been drawn up in compliance with ministerial guidelines. The social report acknowledges the results of the monitoring carried out by the control body.
The supervisory body can proceed at any time ad inspection and control deeds, and to this end, it may ask the directors for information on the progress of the operations social or on certain business.
Art. 19 AUDITOR LEGAL
If the control body does not exercise accounting control and if the requisites provided for by law are met, the association must appoint a statutory auditor or a statutory auditing company registered in the appropriate register.
Art. 20 STANDARDS DI REFERRAL
For anything not expressly provided for by this statute, by the internal regulations and by the resolutions of the associative bodies, the provisions of the CTS and, where compatible, of the Civil Code apply.
Art. 21 CLAUSE TRANSITIONAL
Pending registration in the Single National Register of the Third Sector (RUNTS), the Association is subject to the provisions of Legislative Decree 4 December 1997, n. 460 and remains registered in the regional register of non-profit utility organizations social.
The provisions of this statute incompatible with the provisions of the aforementioned Legislative Decree no. 460 of 1997 are ineffective until the term set forth in art. 104, ch. 2 of the CTS.
For the purposes of paragraphs 1 and 2 in particular, the Association:
- carries out activities mainly for exclusive solidarity purposes, in the sectors referred to in Article 10, c. 1, lit. A) of Legislative Decree no. 460 of 1997. It can carry out activities directly connected to the sectors of activity;
- continues to use the Onlus denomination in any distinctive sign or communication addressed to the public. Starting from the deadline referred to in art. 104, ch. 2 of the CTS, the Association assumes the name referred to in art. 1 of this statute;
- observes the limits established by art. 10, c. 6, letter. C) of Legislative Decree 460 of 1997;
- in the event of dissolution before the specified term to art. 104, ch. 2 of the CTS, the remaining assets will be allocated to other non-profit organizations of social utility or for purposes of public utility, having heard the control body referred to in art. 3, c. 190 of the law of 23 December 1996, n. 662, unless otherwise required by law.