Statute
FIRST
Forum of Italian Researchers on Mesenchymal and Stromal Stem Cells here in after referred to as FIRST or the Association.
Art 1) Under Articles. 36 and following of the Civil Code, is hereby constituted an Association named:
Art. 2) The Association has the only purpose of social solidarity and precisely the sole purpose of promoting the study and clinical applications of mesenchymal ad stromal stem cells encouraging collaboration between Italian and International individual researchers and research institutions involved in this field, by organizing scientific meetings, seminars, workshops, forums, multimedia and any other mean allowing a speedy and accurate communication among participants.
Art. 3) The Association will not engage activities other than those mentioned in the previous article except those directly or instrumentally related.
Art. 4) In any distinguishing mark or public communication it must be underlined that the Association is no-profit and does not pursue any kind of commercial activity.
Art. 5) The Association legal Head Office is in Milan (MI) Viale Regina Giovanna N. 25.
The Steering Committee, notwithstanding art. 11) letter f) of this Statute, at any time deemed advisable, can decide to change the location of the Association.
Associates.
Art. 6) The Association is composed by the Founding Members, Honorary, Ordinary, in Training and supporters.The Founding Members are those who have founded FIRST and deposited the present Statute and who actively participated to the development of the Association. As Honorary members may be appointed eminent scholars of biological research. Founders and Honorary members are appointed for life. As Ordinary members may be appointed individuals who satisfy the requirements set by the Steering Committee and have submitted written application. As Supperter Members may be appointed individuals and organizations that contribute by relevant economic means to the fulfillment of the Association's goals. The admission of Ordinary Members, Supporter Members, Partners in Taining and Honorary Members shall be made by resolution of the Steering Committee. The Ordinary Members and Supporter Members pay a fee annually established by the Executive Council for each category.
Members' rights
Art. 7) All members are entitled to take part to the Association cultural activities and to receive publications and results of studies of the Association itself and are entitled to participate to the General Assembly. It is expressly excluded to members any form of temporary right to partecipate to the Association activity.
Art. 8) The Association relays on the following means to achieve its goals: a) membership fees and / or contributions from members, b) voluntary donations of individuals or companies and institutions wishing to participate and contribute to the achievement of the objectives of the Association.
Executive Organs of the Association
Art.9) The Association consists of:
a) the General Assembly of Members, b) the Steering Committee, c) the President; d) the Vice President, e) the Secretary; f) the Treasurer; g), the Scientific Committee; h) Board of Auditors. All positions receive no remuneration. However, the Council may decide to grant the Secretary an annual fee.
General Assembly
Art. 10) The Assembly is made by all Members of the Association and is called once a year in accordance with art. 16 of this Statute. The Assembly is also called whenever the President deems it appropriate or when formally requested by letter at least by one fifth of the members. All Members, which have duly payed the yearly memberhip fee - within January 31st - , have the right to vote during the General Assembly.
Art. 11) The Assembly is responsible for: a) the appointment of members of the Steering Committee, b) the approval of the report of the Steering Committee on work and achievements of the Association c) approval of annual accounts, d) the appointment of the Board of Auditors; e) other decisions related to the work of the Association, according to the Council; f) any amendment to the Statute and decision on dissolution of the Association.
Art.12) Each member has one vote and may be represented by another member by written proxy. Each member may submit only a written proxy. The Assembly is validly constituted on first call with the presence or representation of at least half plus one of total number of members, who complied with payment of the membership fee, (including the written ones), on second call the assemby is valid no matter the number of members present or represented and it acts by simple majority of those present.
Art. 13) For amendments to the present regulations or dissolution of the Association, either in first or second call, is required the vote of at least two thirds of the members who complied with the membership fee.
Steering Committee
Art. 14) The Steering Committee is composed by five members. At least four members are elected by majority vote. One can be co-opted by the Committee, whenever there is a justified interest of the Association. The additional member shall expire on the expiry of the Commitee and may be re-elected. Two of the five advisors, known as Junior, will be under 40 years of age. The Council is in charge for three years.
The President and Vice President shall be in charge for three years. The outgoing President is a member of the Council in charge until the new President takes over.
As a transitional measure, the first Executive Committee is formed by the Founding Members, a Senior Scientist and a Junior Scientist chosen by the Founding Members of the Association within six months after foundation and remain in charge for two years.
For the election of the Steering Committee, each member of the assembly will be entitled to one vote, according to Article 2532, second paragraph of the Civil Code.
Art.15) The election of Steering Committee Members is achieved by members votes , which will be counted immediately after vote takes place. In the ballot the members report the names of four Committee Memebers and when is the time for electiing the Steering Committee, the names of the President, and Vice President. The Committee shall meet at least once a year upon request of the President. Steering Committee meetings are summoned and presided, in absence of the President, by the Vice President and, in absence of the latter one, by the senior adviser. The Council is to be considered validly constituted with the presence of at least half of its members and act by a majority of those present. In the event of a paire vote, the Chairman vote will prevail.
Art.16) The Steering Committee is entrusted with the ordinary and extraordinary management of the Association, the promotion and organization of social activity, provision of resources available for the achievement of the purposes of this Statute. The Committee determines the amount of membership fees. The Committee may delegate some of its powers to one or more of its members and appoint committees (long term) with specific tasks.
President
Art.17) The President it is the legal representative of the Association, may freely sign on behalf of the Association when required, and has the power to appoint attorneys on litigation or intervene to negotiate, whenever deemed necessary.
The President has to keep informed the Treasurer of the expenses incurred in.
Secretary
Art. 18) The Secretary is appointed by the President, within six months after having been elected, preferably among the Council members; he shall implement the resolutions of the Council and the ongoing management of the Association and shall exercise other functions assigned by the Council. In addition, the Secretary shall summon the Council and Assembly members, upon request of the President or at least of a fifth of the members; the secretary will also take care to submit to the Council proposals advanced by at least one fifth of the associates. The General Assembly will be called by the Secretary by means of ordinary mail, at least 15 days before the scheduled meeting, or else by fax or e-mail message, at least seven days in advance: all associates who have duly paid the annual membership fee will be summoned. Copies of the meeting resultions, balance sheet or statements, signed by the Secretary, will be posted at the premises location.
Treasurer
Art. 19) The treasurer, who is appointed by the President, preferably among the members of the Council, shall report annually to the Assembly on the economic management of the Association and complete the yearly economic statement within December 31st.
Art.19 a) The Association has to produce an annual financial statement, withdrawed by the Treasurer, which, before being submitted to the Assembly, has to be approved by the Executive Committee.
Art. 19 b) During the Association's life, is not allowed to distribute, even indirectly, profits or operating surpluses, as well as funds, reserves or capital, unless distribution is required by law or made in favour of ONLUS third parties.
Art.19 c) Any profit or operating surplus are to be employed for pursuing institutional targets and other directly related aims.
Art. 19d) The Treasurer must countersign the expenses of the President, whenever they exceed the amount of Euro 1.000,00 (one thousand).
Scientific Committee
Art. 20) The main task of the Scientific Committee is to give scientific advices on stromal mesenchymal stem cells, to provide guidance and general principles on which to base the activities of thre Association. Such Commitee is appointed by the Council.
Board of Auditors.
Art. 21) The Board of Auditors is composed by two members and a third transitional member,who may be elected even outside Association's members. The Board of Auditors has the function of auditing the Association financial management and reporting results to the Assembly. The Auditors shall remain in charge for a period of four years and may be re-elected.
Dissolution
Art. 22) In the event of dissolution of the Association, or at least interruption of its activities, due to any whatsoever cause, any remaining assets will be donated to no-profit, social or public institutions, as per Art. 3, paragraph 190 of 23 December 1996, n. 662, unless otherwise prescribed by law, being excluded any kind of reimbursement to members.