Art. 1 – Name and seat
This statute establishes the “Associazione Italiana di Oncologia Medica (AIOM)” (Italian Association of Medical Oncology), having its registered office in Milan, Via E. Noë, 23.
The seat may be moved by decision of the Board of Directors.
The Association may establish secondary and/or organizational offices by decision of the Board of Directors.
In order to ensure a better management of the activities on the national territory, Regional Sections may be established, pursuant to the special regulation approved by the Board of Directors.
Art. 2 – Institutional purpose
The Association shall be non-profit-making. It aims at bringing together Medical Oncology practitioners to promote their progress in the clinical, experimental and social assistance fields, to foster relationships between medical oncologists, general practitioners and specialists in other disciplines, to establish scientific and collaborative relations with similar Italian and foreign associations, and to participate in and collaborate with national, regional and local institutional bodies, including the Ministry of Health, the Regions, the Health Authorities, and any other public-sector healthcare bodies and institutions.
The Association also aims at promoting experimental and clinical research, targeted study trials and scientific research, primary prevention, secondary prevention (screening and early and timely diagnosis), the quality of oncological care, the continuity of care for cancer patients, interdisciplinarity, rehabilitation, palliative therapies and home care, as well as promoting education campaigns for the public. In particular, the Italian Association of Medical Oncology intends to contribute to the technical-professional and managerial education and retraining of medical oncologists and healthcare workers, and to promote the creation of intra and extra-hospital accredited facilities to provide assistance to cancer patients.
The Association and its legal representatives are self-governing and independent, also in relation to the non-pursuit of, or participation in, entrepreneurial activities, with the exception of the activities carried out under the national Continuing Medical Education (CME) program, provided that these are conducted on an ancillary and complementary basis.
However, for better pursuing the objectives above, and on an ancillary and complementary basis, the Association may receive registration fees for conferences or other events, or make contracts for the provision of scientific services, promotion, assistance, sponsorship, allocation of exhibition areas, assignment of rights, dissemination of marks and products (books, printed publications, proceedings, tapes, etc.) or service provision in general with bodies, businesses and private individuals operating preferentially but not necessarily in the medical, biomedical or pharmaceutical sectors.
Any purpose of unionized protection of the associates, and any direct or indirect trade union activity shall be precluded.
In case the organizational structures of the Association, or otherwise any group of Medical Oncology researchers or practitioners coordinated by said Association, are in any way related to one or multiple public bodies, no burden shall be placed on such public bodies for the activities of the Association, even if conducted in favor of those same bodies, except for hosting the Association in the spaces provided by the body, if need be, following the required resolution for adoption or other equivalent measures.
For greater effectiveness in meeting the institutional purpose, the type and quality of the activities shall be verified also by external certification procedures.
Art. 3 – Duration and assets
The association is constituted for unlimited duration.
The assets of the Association consist of:
– all movables and immovables, which will become the property of the Association, including cash, stocks and shares in companies or bodies;
– any reserve funds arising from budgetary surplus;
– bequests, donations, endowments, contributions, fees and (financial) income and revenues, which the Association may receive for any purpose;
– any other revenue, consistent with the purpose of the Association.
Institutional activities, including CME activities, shall be financed through the Association’s own resources and through external funding, while respecting the criteria and the limitations established by the National Commission for continuing education, as needed. Any financing that constitutes a conflict of interest with the National Healthcare System, even if provided through connected subjects, is expressly excluded.
Art. 4 – Members
The Association is composed of:
- a) founding members;
- b) effective members;
- c) associate members;
- d) honorary members.
Founding members are the ones who have established the Association. Founding members become effective members by rights.
Effective members include founding members and, without any restriction, Italian and foreign graduates in Medicine and Surgery working in Medical Oncology, who accept the purpose set out in Art. 2 of this Statute, and who are admitted by decision of the Board of Directors, following the proposal submitted to the same by two effective members, and ratified by the Members’ Assembly.
Associate members include, without any restriction, registered nurses, rehabilitation therapists, graduates in Biology, Psychology, Pharmacy, Physics, Chemistry, Statistics, Computer Science, Natural Science and the like, data managers, healthcare assistants and other non-medical personnel, working in Medical Oncology, who are admitted by decision of the Board of Directors, following the proposal submitted to the same by two effective members, and ratified by the Members’ Assembly.
Effective and associate members shall pay a yearly membership fee set by the Board of Directors.
Honorary members include Italian and foreign prominent figures whom, having provided an invaluable contribution to the progress of Medical Oncology and to the purpose set out in Art. 2 of this Statute, are invited to join the Association by decision of the Assembly, as proposed by the Board of Directors.
Honorary members are not required to pay any fee to the Association.
The membership fee cannot be passed on to others, and is not re-valuable.
Any surplus generated by the Association as well as capital funds may never be distributed among the members, even indirectly, and shall only be used for the activities of the Association.
Art. 5 – Membership withdrawal and exclusion
Effective or associate membership shall cease as a result of:
- a) voluntary resignation, effective upon receipt of written notice;
- b) non-payment of the annual membership fee, following a resolution for exclusion passed by the majority of the Board of Directors;
- c) events, circumstances or activities that bring the Member into conflict with the purpose set out in Art. 2 of this Statute, following a resolution for exclusion passed by the Board of Arbitration and ratified by the Board of Directors.
Art. 6 – Governing bodies of the Association
The governing bodies of the Association consist of:
- a) the Members’ Assembly;
- b) the Board of Directors;
- c) the Board of Auditors;
- d) the Board of Arbitration;
- e) the Scientific Committees.
Art. 7 – The Members’ Assembly
The Assembly shall include all the members who, at the time of the meeting thereof, are up-to-date with the payment of the yearly membership fee.
The Assembly meeting shall be held at least once a year, as convened by the Board of Directors through written notice stating the date, the place and the items on the agenda, which shall be sent to all the members at least fifteen days prior to the meeting date. The Board of Directors, however, shall call a meeting without delay when requested to do so by at least one fourth of the effective members, and if the topics to be covered are stated in the request.
Proxy participation to the meeting is not permitted.
Associate members can take part in the meeting and may take the floor, but have no voting rights.
The meeting is chaired by the President of the Association or, in his/her absence, by the President-elect or, in the absence of the latter, by the most senior member of the Board of Director.
The Members’ Assembly shall be responsible for:
- a) approving any amendments and/or additions to this Statute;
- b) dissolving the Association and appointing the liquidator(s);
- c) approving the annual financial statement, the budget and any subsequent amendments thereto;
- d) appointing the Board of Directors;
- e) ratifying the admission of effective and associate members;
- f) appointing honorary members;
- g) examining any other issue on the agenda, upon the initiative of the Board of Directors or at the request of at least one fourth of the effective members.
The meeting of the Assembly shall be considered validly convened if half of the members having voting rights are attending.
If that quorum is not attained with the members attending the meeting, the Assembly shall be reconvened. The convocation notice may already state the date of the second call, which may also be the date set for the first meeting. In the second call, the Assembly shall be considered validly convened regardless of the number of attending members with voting rights.
Unless otherwise specified, the Assembly shall act by a simple majority of the members with voting rights attending the meeting. To decide on any amendments and/or additions to this Statute, the majority of ¾ of attending members with voting rights is required; moreover, the Board of Directors should have notified all the effective members of the proposed amendments and/or additions at least three months prior to the scheduled Assembly meeting date. To decide on the dissolution of the Association, the majority of ¾ of the members having voting rights is required.
Decisions are taken by the Assembly by show of hands, except where otherwise provided for by law or by this Statute, or by a different method established by said Assembly.
In the case of the appointment of the Board of Directors, the vote will take place under a secret ballot by electronic means, and shall be limited in time, in accordance with specific procedures that may be further detailed by a set of regulations approved pursuant to Art. 17 of this Statute.
The notice calling the Assembly for the appointment of the Board of Directors shall be sent to the members at least 60 days prior to the scheduled meeting date.
Members of the Board of Directors will be appointed by simple majority of the members attending the vote. Where secret and personal voting is ensured, the regulation may allow the voting procedure to take place by electronic means, with the possibility to cast a vote for a period not exceeding 30 days, prior to the assembly having such appointments on the agenda, and so until the end of the voting, which shall not be later than the end of the meeting itself. To this purpose, the notice calling the Assembly shall indicate the ballot opening and closing date and time, as well as the list of candidates.
The effective members admitted following a proposal submitted to the Board of Directors in the three-month period preceding the date of the relevant meeting cannot vote for the appointment of the Board of Directors.
Art. 8 – Board of Directors
The management of the Association, including all the ordinary and extraordinary management activities aimed at fulfilling the purpose of the Association that are not expressly conferred to other bodies by law, by certificate of incorporation and/or by Statute, shall lie with a Board of Directors with a two-year term, comprising 12 members, including one entitled member in the person of the outgoing President-elect, and eleven members elected by the Assembly among the effective members, including eight Directors, one President-elect, one Secretary and one Treasurer. All the twelve members of the Board of Directors, the legal representatives, the administrators and the promoters (if any), as well as the candidates for such posts must not have been convicted in relation to the activities of the company or association.
The Board of Directors may delegate all or part of its functions to one or more members, specifying the limits and scope of the powers delegated. Moreover, the Board of Directors may confer power of attorney on employees and/or third parties for individual proceedings or categories of proceedings.
An Executive Committee comprising the President, the President-elect, the Secretary and the Treasurer may be set up in the event of urgent issues. In such a situation, the Executive Committee shall exercise the full range of powers of the Board, which should, however, be called as soon as possible to ratify such acts, without prejudice to their effects on third parties.
The Board of Directors shall meet at least twice yearly, including once to finalize the annual financial statement that shall be submitted to the Assembly, and once to approve the budget (if any), as convened by the President through written notice sent by e-mail, fax or mail at least five days prior to the scheduled meeting date.
A quorum shall exist at the Board of Directors meeting when half of the members are present.
Resolutions of the Board of Directors are passed by an absolute majority of the votes cast by those in attendance; in the event of a tied vote, the proposal voted by the President, or by the President-elect in their absence, shall be approved.
Art. 9 – Roles within the Board of Directors
The President-elect will take on the role of President in the term of the next Board of Directors.
The Secretary is the head of the secretariat, located at the seat of the Association. The Secretary is also in charge of taking the minutes during the meetings of the Board of Directors and of the Members’ Assembly.
The Treasurer fulfils the obligations required for managing the corporate asset, including the collection of membership fees, and submits the yearly financial statement of the Association to the Board of Directors, so that the Board can finalize it and submit it to the Assembly.
The Secretary, the Treasurer and the Directors may not be elected for the same position for more than two consecutive terms.
The role of President is assigned by rights to the outgoing President-elect.
The President or, in case of absence or impediment of the latter, the President-elect, shall represent the Association in legal proceedings (in any place and degree of jurisdiction, and before any judicial authority, including administrative authorities, expressly providing the option to appoint lawyers, defense attorneys, litigators and technical advisers) and versus third parties, and shall have signing powers (including the power to collect fees and give acquittal thereof, and to confer power of attorney for individual proceedings or categories of proceedings) for all acts, deals and operations under ordinary and extraordinary management, without exception. The above shall also be the responsibility of the other Directors to whom powers have been delegated by the Board of Directors under Art. 8 above, within the limits of their delegated powers.
The representatives of the associated members, chosen in accordance with the procedures set out in the implementing regulation, may participate in the Board of Directors meetings, at the invitation of the President, in an advisory capacity.
The Board of Directors, upon proposal of the Chairman, has the power to set up internal Committees relating to specific programs in order to attain the statutory object of the Association, appointing their respective coordinators among its members.
Art. 10 – Board of Auditors
The Board of Auditors is composed of two members proposed by the Chairman and appointed by the Assembly.
Auditors must not belong to the Association, and must be listed in the register of independent auditors.
The Board of Auditors has a two-year term, which in any case shall not exceed that of the Board of Director by which it has been appointed; its members are eligible for reappointment.
The Board of Auditors has the task of supervising the proper administrative, economic and asset management of the Association, of analyzing the financial statement and of preparing a yearly report for submission to the Assembly at the time of the approval of said statement.
Art. 11 – Board of Arbitration
The Board of Arbitration, composed of the last three Past Presidents, is called upon to decide on the relations between the Association and the individual members regarding compliance with the statute, the regulations (as needed) and all the rules of fairness and morality agreed upon by the international scientific community.
The Board of Arbitration is chaired by the most senior member, acting as Dean.
The Dean shall convene the Board of Arbitration within 30 days of receipt of a written and justified request by the Board of Directors or at least by one third of the effective members, and shall decide on the date, the place and the agenda of the meeting.
The Board of Arbitration shall examine the cases referred to in point c) of Art. 5 of the Statute, notify the member of the procedure under way, collect the relevant documentation (if any), convene the member and subsequently issue a measure of:
2) temporary suspension;
Resolutions of the Board of Arbitration are passed by an absolute majority, in the presence of the three members. Said resolutions are forwarded to the Board of Directors for ratification. The members are notified during the first Assembly meeting after approval.
Art. 12 – Scientific Committees
The Board of Directors shall institute, determining the composition thereof by a set of regulations, a Scientific Committee to check and monitor the quality of the activities carried out and of the technical-scientific production using internationally accepted metrics. Said committees shall cease at the expiration of the Board by which they were established, and shall be renewed with each subsequent Board of Directors.
The Board of Directors has the power to establish other Scientific Committees with an advisory capacity and with the task of analyzing specific problems pertaining to Medical Oncology. The term of such committees shall not exceed that of the Board of Directors by which they were established; the committees may be renewed.
Art. 13 – Meetings and minutes
The meetings of the Members’ Assembly, of the Board of Directors, of the Board of Auditors, of the Board of Arbitration and of the Scientific Committees may also be held outside the registered office.
The resolutions of the Members’ Assembly and of the Board of Directors, the delegated powers and any amendment of the representative powers shall be recorded in one (or more) duly kept book(s).
Any amendments to the statute and/or certificate of incorporation shall be recorded together with the minutes of the meeting, except for the change of the registered office, which may be decided upon according to Art. 1 of this Statute.
A scientific meeting shall be held once a year in a venue and in a manner defined by the Board of Directors on a case-by-case basis.
Further extraordinary sessions may be organized both in Italy and abroad, by initiative of the Board of Directors. All the members shall be called to attend those meetings, and prominent personalities in the field of Medical Oncology, including from outside the Association, may be invited as well.
Art. 14 – Non-remuneration for the role and reimbursement of expenses
The members of the Association, of the Board of Directors, of the Board of Arbitration and of the Scientific Committee do not receive any remuneration for their services, as their contribution is voluntary. Any expense they will incur within the activities of the Association may only be reimbursed if authorized by the President of the Board of Directors or by their delegate, and only on production of the relevant receipts.
Any expense incurred for taking part in meetings of the Board of Directors shall be deemed authorized here and now.
Art. 15 – Conflicts of interest
To prevent possible conflicts of interest, the Board of Directors shall govern the disclosure and the regulation of any conflict of interest by statute.
Art. 16 – Website and publications
The institutional website of the Association, available to the Board of Directors, contains the following:
– the scientific activity carried out by the Association, constantly updated;
– the financial statement, the budget and the paid positions;
– any other useful news or topics.
Art. 17 – Financial year
The financial year shall close on December 31 each year.
Art. 18 – Dissolution
In the event of dissolution of the Association, the available funds (if any) will be allocated to bodies pursuing a similar objective as the Association, as decided upon by the Assembly.
Art. 19 – Regulations
Without prejudice to the provisions of the law and of this statute, the Board of Directors may approve one (or more) set(s) of regulations specifying in detail the operating methods of the Association.
For all that is not covered by this statute and any other regulation, reference should be made to the rules laid down in the Italian Civil Code.
Art. 20 – Arbitration clause
Any dispute that may arise among members and/or between the members and the Association with regard to the validity, the effectiveness, the construction and the execution of this Statute or of any other agreement concluded by the Association and its Members, shall be forwarded to a panel of three arbitrators, which will judge in accordance with the law, without any formal procedure, and without prejudice to the right to fair hearing in informal arbitration.
The arbitrators shall be appointed one by either party, and the third one by the chosen two. In case of disagreement, the third one shall be appointed by the presiding judge of the competent court at the place where the Association has its registered office.
Should there be more than three disputants, each party shall appoint one arbitrator, and one additional arbitrator (if need be) shall be appointed by the parties (so as to ensure that the panel consists of an uneven number of arbitrators) or, in case of disagreement, by the presiding judge of the above-mentioned court, who will also decide which arbitrator will serve as President of the Panel.