AICARM ONLUS STATUTE
ART. 1 NAME
It is established, pursuant to Legislative Decree 3 July 2017, n. 117 (hereinafter referred to as the "Third Sector Code" or "CTS") and, to the extent compatible, of the Civil Code and related implementing provisions, as well as of Legislative Decree.Lgs 460/97, until it is in force, an Association with the following name:
"ITALIAN ASSOCIATION FOR THE ASSISTANCE AND RESEARCH OF HEART DISEASE ETS ONLUS ", also referred to in short
"AICARM ETS ONLUS ASSOCIATION"
The acronym ETS will be used after enrollment in the RUNTS, while the acronym ONLUS until the term of validity of the Legislative Decree. 460/97.
ART. 2 REGISTERED OFFICE
The Association has its legal and de facto headquarters in the Municipality of Florence.
The transfer of the registered office within the Municipality does not constitute a statutory modification.
ART. 3 PURPOSE AND OBJECT
The Association has a non-profit purpose and pursues, exclusively and / or primarily, purposes of social utility, by carrying out activities of general interest, falling within the category referred to in art. 5 lett. c) of the CTS "social and health services", or in the sector of social assistance, referred to in Article 1 paragraph 1 letter a) -1 of Legislative Decree 4 December 1997 n. 460.
In particular, the Association will deal with:
1. Promote the aggregation of patients with Cardiomyopathies (Heart Muscle Diseases) 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 affected individuals.
2. Contribute to the scientific research of universities, IRCSS, hospitals.
3. Disseminate information on Cardiomyopathies, including those of genetic origin, including epidemiology, diagnostic methods and therapies, also using IT tools andd organizing regional or national conferences.
4. To improve the standard of care for patients with Cardiomyopathy, including the verification of the appropriate structures and the promotion of centers of excellence with proven experience, care and research in the sector.
5. Helping patients with Cardiomyopathy during the care process, both through practical information regarding centers of excellence and qualified health professionals, and - where necessary - through financial support that guarantees access to the best care at national level.
The shareholders have the right to decide on any extensions, additions and / or changes to the institutional activities outlined here.
Furthermore, the Association will not be able to carry out activities other than institutional ones, with the exception of ancillary ones, which are considered integrative and functional to the development of AICARM's institutional activity, within the limits allowed by Legislative Decree 4 December 1997 n. 460 and subsequent amendments and additions.
Until the operation of the single national register of the Third Sector, the previous regulations for the purposes and for the effects deriving from registration in the Onlus Registry continue to apply to the association.
The Association avails itself, for the pursuit of its aims, of self-employed or dependent work, including its members, as well as the contribution of voluntary personnel.
ART. 4 DIFFERENT ACTIVITIES
Pursuant to art. 6 CTS and, as long as in force, within the limits allowed by Legislative Decree 4 December 1997, n. 460 and subsequent amendments and additions, the Association may also carry out activities "different" from those of general interest indicated above, as long as they are secondary and instrumental to them, to this by giving express consent from now on. The Association may also:
1) provide support to members from the point of view of consultancy, assistance, tutoring and training services;
2) protect the interests of the members, also by assuming their representation in relations with public authorities, public and private bodies and trade unions, both in Italy and abroad;
3) provide assistance and advice to members in any matter connected to their interests;
4) to set up services and offices in Italy and abroad that can carry out studies, assessments, seminars, conventions, conferences, etc.;
5) promote with appropriate actions the legislative, corporate and fiscal changes necessary to improve the situation of patients with heart disease;
6) promote system actions, intended in the sense of synergies between the members and also with the Public Administration and other Public and Private Bodies for the implementation of activities that aim to achieve the corporate purpose;
7) establish secondary centers and offices in which to achieve the corporate purpose;
8) organize and promote cultural events of an informative nature to make the association known, conventions, conferences, round tables, meetings and any other event aimed at achieving institutional purposes, both in public and private environments, both outdoors and indoors , at schools and public and private institutions;
9) to arrange for the edition and dissemination of magazines, brochures, handbooks, vademecum and in any case any publication connected to the activity of the association;
10) exercise all those other functions that were delegated to the association by virtue of regulations and provisions of the competent authorities or by resolution of the association.
ART. 5 FUND RAISING
The Association, in compliance with the provisions of art. 7 of the Third Sector Code, from when this comes into force, it will be able to carry out fundraising activities by any means and by any means, by requesting third parties for donations, bequests and contributions of a non-cash nature. The fundraising activity can also be carried out in an organized and continuous form and through solicitation to the public or through the sale or supply of goods or services of modest value, using own and third party resources, including volunteers and employees.
Until the Legislative Decree is repealed. 460/97, the non-profit organization will be able to raise funds only in the manner expressed in the aforementioned decree in art. 2 paragraph 1.
ART. 6 DURATION
The association is established for an indefinite period.
ART. 7 INSPIRING PRINCIPLES
The Association is inspired by the following guiding principles:
- absence of profit;
- exclusive pursuit of purposes of solidarity and social utility;
- democratic nature of the structure;
- electivity and gratuity of associative positions;
- sovereignty of the assembly;
- prohibition to carry out activities other than institutional ones, with the exception of marginal and instrumental economic ones, as referred to in Article 4 above.
ART. 8 THE SHAREHOLDERS
Admission of new members:
Individuals and / or legal entities, religious / ecclesiastical entities, who enjoy all civil rights, who are interested in the activities of general interest pursued by the Association, can join the Association in an unlimited number as members. 'Association, which fully participate in the values and inspiring principles, and which share the aims and purposes of the entity.
The admission of a new shareholder will take place by resolution of the board of directors, after a specific request formulated by the interested party, and by annotation in the shareholders' register.
Any rejection of the application for admission must be communicated, within 60 days from the presentation of the application, to the interested party by registered mail.
Against the rejection resolution, the interested party may request, within 60 days of the communication of the rejection resolution, that the shareholders' meeting be pronounced on the request, in an ordinary session. The decision of the assembly will remain unappealable.
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 and duties of shareholders:
Associates have the right to:
- to elect the associative bodies and to be elected in them;
- be informed about the association's activities and monitor their 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 financial statements and consult the associative books.
Associates have the duty to:
- maintain an 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 any subsequent regulations and comply with the resolutions, decisions, directives and conventions adopted by the bodies of the Association;
- the members must not carry out acts incompatible with the membership of the Association and contrary to the aims of the same;
- the member is required to pay an annual fee, the amount of which and whose expiry date is set annually by the board of directors of the Association. Failure to renew the annual membership, by paying the corresponding fee, will result in the tacit and automatic forfeiture of the status of associate;
- each member, at the time of registration with the Association, must provide useful and valid addresses and contact details for any information and / or communication as well as for the purpose of calling the assembly. For this purpose, the member undertakes, thus freeing and dispensing the Association, to notify it of any changes in the addresses and addresses previously indicated.
Loss of membership:
The loss of membership and / or exclusion from the Association will occur
a) due to the death of the member;
b) by withdrawal of the shareholder, as regulated in the following paragraph;
c) if the member is not up to date with the payment of the annual membership fee;
d) if the shareholder has breached the obligations of this statute and any regulations;
e) where the partner denigrate the Association, its corporate bodies, its Members;
f) where the partner hindering the regular performance and development of institutional activities, pursuing the dissolution of the Association;
g) so far as the partner improperly appropriates the social funds, deeds, documents or other property of the Association;
h) where the partner causes material or moral damage of a significant entity to the Association;
i) for other reasons which, justified by the board resolution, would make its presence among the members of the Association incompatible.
The exclusion of the member from the associative structure is left to the motivated deliberation of the board of directors, after having heard the reasons of the interested party. This resolution is unquestionable and no appeal is allowed, unless the association has achieved legal personality. In this case, the resolution is up to the shareholders' meeting and an appeal to the judicial authority is allowed against this decision within 6 months from the date of notification of the decision. The Shareholders' Meeting may take action against this resolution, either convened for this purpose or gathered at the immediately following meeting.
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.
Right of withdrawal:
The member who intends to withdraw from the Association must communicate it by registered letter with return receipt or by certified e-mail, to be sent to the registered office or to the pec address of the same, un month before the expiration of the time period for which it is associated. Upon receipt by the Association of the aforementioned communication, the status of associate in the head of the resigning person will be considered automatically lapsed.
ART. 9 BODIES OF THE ASSOCIATION
The organs of the Association are: shareholders' meeting, board of directors and president.
All offices are free.
The assembly is made up of all members.
The meeting meets upon convocation to be sent to the members by registered letter and / or by certified e-mail and / or by e-mail and / or fax to the addresses and contact details communicated by the members at the time of registration with receipt of delivery. and / or by posting the notice of meeting at the registered office.
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 deliberate on the cash management report or, if the size limits to be able to opt for it are exceeded, the social balance sheet of the Association, and on all other topics of a general nature included in the agenda, referred to in the convocation .
The Assembly can also be convened, in extraordinary form, as well as by resolution of the Governing Council, even by the President of the Association alone, where he deems it necessary or at the request of at least 1 /10 (one tenth) of regularly registered shareholders.
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 assembly ordinary are taken by majority vote and with the presence of at least half of the members.
On second call, the resolution is valid whatever the number of attendees, even represented by another shareholder specifically delegated. The date of any second session may already be indicated in the same notice of convocation of the first.
The delegation is provided for in the RUNTS: each shareholder may represent one or more other shareholders, up to a maximum of 3 (three), provided that he / she has a regular written proxy, also affixed at the bottom of the notice of call, and provided that the delegate does not hold the office of director.
The members gathered in the assembly may modify the association statute, except for the purposes indicated in the previous article 3.
For the validity of the resolutions concerning the modification of the statute or regarding the transformation, merger or demerger of the Association, the presence in the assembly, both in first and second call, 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.
The votes will be clearly expressed, while they will be secret for the resolutions concerning the appointment and / or revocation of offices and the quality of the persons, in all cases in which the Assembly deems it appropriate. To resolve 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 a copy.
Intervention is possible dhe associated in the Shareholders' Meeting by means of telecommunication as long as it is allowed to carry out the checks and carry out all those activities that must be shown in the minutes; in particular, the Chairman must be allowed to ascertain the identity and legitimacy of those present, ascertain the procedures and announce the results of the vote, identifying the members in favor, abstentions and dissenters; Participants must also be allowed to participate in the discussion and simultaneous voting on the items on the agenda, to view, receive or transmit documents, to make the relevant statements on the agenda to be summarized, at their request, in the minutes.
Powers of the assembly:
The assembly deliberates in ordinary session, with the consent of the majority of voters, regardless of the number of participating members:
- on the election of the president of the Association;
- on the appointment of the members of the board of directors;
- on the possible review of the application for admission to memberso;
- on the exclusion of the member in the case of association with personalityà legal;
- on the approval of the cash management report or, if the size limits to be able to opt for them are exceeded, of the social report;
- on the revocation of the members of the corporate bodies, with the exception of the members of the Scientific Committee, where appointed;
- on the responsibility of the members of the corporate bodies with the consent of the majority of voters, regardless of the number of those present, and on the possibility of taking liability action against the same;
- on any other matter expressly delegated, by law, articles of association or statute, to the resolution of the ordinary shareholders' meeting.
The assembly deliberates in extraordinary session, with the consent of 2/3 of those present, and the participation of the majority of members:
- on the modification of the articles of association or the statute;
- upon transformation, merger or division of the Association;
- on any other matter expressly delegated, by law, deed of incorporation or statute, to the resolution of the extraordinary shareholders' meeting.
For all matters not expressly provided for by this statute on the subject of the assembly body, articles 24 and 25 of the CTS as well as the provisions of the Civil Code are referred to.
Appointment of members of the board of directors:
The board of directors will be composed of 5 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 term, 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 without limits on the number of mandates.
In the event of the death or resignation of a director before the expiry of the mandate, the board of directors will replace him by co-option; the director thus appointed will remain in office until the next call of the ordinary meeting, and subject to the possibility of ratification.
If, for any reason, the number of directors should be reduced to less than 2/3, the entire board of directors will be considered forfeited and must be renewed by the assembly, to be convened as soon as possible.
The administrators, within 30 days from 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 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 opposed to third parties if they are not registered in the aforementioned register or if it is not proven that third parties were aware of them.
Constitution and resolutions of the board of directors:
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 board of directors are taken by majority vote of the directors. In the event of a tie, that of the president prevails.
In the event that a director does not participate in 3 consecutive calls, the director will be considered forfeited and replaced by co-optation by the remaining directors; the director thus appointed will remain in office until the next call of the ordinary shareholders' meeting, and without prejudice to the possibility of ratification.
Intervention is possible dand the members of the Administrative Body at its meetings by means of telecommunication as long as it is allowed to carry out the checks and carry out all those activities that must result from the report; in particular, those who chair the meeting must be allowed to ascertain the identity and legitimacy of those present, ascertain and announce the results of the vote, identifying the directors in favor, abstained and dissenting; Participants must also be allowed to participate in the discussion and simultaneous voting on the items on the agenda, to view, receive or transmit documents, to request that their statements or dissent be reported in the minutes.
Powers of the Governing Council:
The board of directors is invested with every 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 ordinary and extraordinary management and administration.
By way of example and not exhaustive, the advice:
a) establishes the directives for the implementation of statutory tasks, establishes the methods of execution and controls the execution itself;
b) deliberates on the convocation of the shareholders' meeting;
c) decides on any asset investments;
c) establishes the amount of the annual membership fees to the Association;
d) decides on the admission of new members;
e) decides on the activities and initiatives of the Association and on its collaboration with any third parties;
f) draws up the financial statement and balance sheet, to be presented to the shareholders' meeting;
g) issues all provisions regarding personnel;
h) stipulates the deeds and contracts inherent and functional to the exercise of corporate activities;
i) discusses and deliberates on any other matter not referred to the shareholders' meeting.
The Board of Directors will appoint the Scientific Committee, following the entry into force of the RUNTS.
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. 10 REPRESENTATION OF THE BODY
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 on the president and can be delegated by him. The president of the Association, who also chairs the board of directors, remains in office for three years and can be re-elected. In situations of urgency and necessity, it can also take the decisions of competence of the Governing Council, submitting them to the same for ratification in the first useful meeting.
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 one month before the end of the mandate of the Administrative Body, the President calls the Assembly to appoint the new President.
In case of absence or impediment of the president of the Association, he will be replaced by the most senior member in office of the council.
ART. 11 SCIENTIFIC COMMITTEE
The Scientific Committee is composed of 3 (three) professionals with proven clinical and scientific experience, inferable from the curriculum, in the subjects covered by the association's activity.
The Scientific Committee is appointed by the Administrative Body, 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 Administrative Body in the preparation of the Association's activity programs, which will be presented annually to the assembly. The opinion of the Scientific Committee is obligatory but not binding for the part of the program that relates to research, study and support activities for clinical activity.
ART. 12 ECONOMIC RESOURCES
The economic resources of the Association consist of:
- membership fees;
- contributions from members;
- contributions from third parties;
- inheritance, donations and legacies;
- income deriving from the performance of the institutional activity. From the entry into force of the CTS also the proceeds of any COMMERCIAL activity, while in force of the Legislative Decree 460/97, the income referred to in art. 10 paragraph 5;
- other revenue compatible with the relevant legislation.
For its financing, the Association may also use external credit and non-interest bearing loans from its members.
The Association is forbidden to distribute, even indirectly, profits and operating surpluses as well as funds, reserves, however denominated, in favor of administrators, associates, participants, workers or collaborators and in general to third parties, even in the case of withdrawal or of any hypothesis of individual dissolution of the associative relationship.
Anything indicated in art. 8, paragraph 3 of the CTS, referred to here.
The Association has the obligation to reinvest any profits and operating surpluses exclusively for statutory activities and functional to the pursuit of the institutional purpose of social solidarity.
ART. 13 DISSOLUTION OF THE ASSOCIATION and DEVOLUTION OF THE ASSETS
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 devolution of assets in the event of dissolution, please refer to Article 9 of the current CTS.
As long as the Dlgs. 460/97, in the event of dissolution, the residual assets will be donated to other non-profit organizations of social utility with similar purposes, or for purposes of public utility, having heard the control body referred to in art. 3, paragraph 190 of the law 23.12.96, n. 662, without prejudice to a different destination imposed by law
ART. 14 MANAGEMENT REPORT AND FINANCIAL STATEMENTS
The first financial year will close on 31.12.2019, while the subsequent financial years will open on 1 January and will close on 31 December of each year. It must be filed with the single national register of the third sector, when it is established.
ART. 15 BOOKS
The Association must keep the following books:
- book of associates, kept by the board of directors;
- register of volunteers, if there are any, who carry out their activities on a non-occasional basis;
- 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 Governing Council, kept by the same body.
The associates have the right to examine the aforementioned associative books.
ART. 16 SUPERVISORY BODY
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 which art. 2399 of the civil code, must be chosen from the categories of subjects referred to in par. 2, art. 2397 of the civil code.
The supervisory body monitors compliance with the law and the Articles of Association and compliance with the principles of correct administration, also with reference to the provisions of Legislative Decree 8 June 2001, no. 231, if applicable, as well as the adequacy of the organizational, administrative and accounting structure and 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 registered in the appropriate register. The control body also carries out tasks of monitoring compliance with civic, solidarity and social utility purposes, and certifies that any social report has been drawn up in compliance with ministerial guidelines. The social report acknowledges the results of the monitoring carried out by the auditors.
The supervisory body may at any time carry out inspection and control acts, and to this end, they may ask the directors for information on the progress of company operations or on certain business.
ART. 17 STATUTORY AUDITOR
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. 18 RULES OF REFERENCE
For anything not expressly established, the provisions of art. 10 letters from b) to i) of the Legislative Decree 460/97, while, subsequently, the provisions of the CTS as far as applicable to the "Other ETS" category.
Signed: Franco Cecchi
Signed by: Marta Renieri notary (seal)