ANNEX “B” REPERTORY N. 68173 COLLECTING N.18201
ITALIAN LYMPHOEDEMA FRAMEWORK O.N.L.U.S.
Article 1. Company name and registered office.
Article 2. Purposes.
Article 3. Duration.
Article 4. Statutory Bodies and functions.
Article 5. Membership.
Article 6. Executive Council.
Article 7. Scientific Committee.
Article 8. Technical Committee.
Article 9. General Assembly.
Article 10. Territorial Headquarters.
Article 11. Internal Rules and Amendments.
Article 12. Amendments to the Statute.
Article 13. WEB Site Association.
Article 14. Partnership.
Article 15. Patrimony.
Article 16. Dissolution.
Article 17. Control Body
Article 18. Final rules.
Article 1. Company name and registered office
It was incorporated on February 11, 2015 the O.N.L.U.S. Association, denominated Italian Lymphoedema Framework O.N.L.U.S. acronym ITA.L.F. O.N.L.U.S.
The Association has its registered office in Syracuse.
Article 2. Purposes
The Italian Lymphoedema Framework O.N.L.U.S. (ITA.L.F.) has not profit organization and aims to improve, at the national level, the management of associated problems with lymphedema and the related diseases.
For the achievement of the result aims to work closely with Scientific Societies, Entities and associations of patients operating in the sector, particularly with regard the World Health Organization, the Ministry of Italian Health and to all companies, associations or federations of national and international scientific societies who, for various reasons and in different ways, are interested in Lymphology.
The Mission of the Association consists of:
– Raise the profile of services to the patients with lymphedema and related disorders, both at national and international level;
– Define and promote best therapeutic practices;
– Develop a comprehensive epidemiological study on Lymphedema which allows to better coordinate actions to improve the quality life of Italian patients ;
– Assume a leadership role in reducing the risk, in the early diagnosis, treatment, education, in training and research on lymphedema;
– Identify suitable Centers on the territory for a better management of lymphedema giving priority to the public Centers , both regional and national, in charge of the health assistance;
– Deal with issues of unfair performances;
– Plan, realize and manage health networks for scientific and genetics research, early diagnosis, treatment and rehabilitation of lymphedema and related conditions in their and / or in collaboration with public and / or private Organizations, to contact, entertain and stipulate conventions and agreements on the subject;
– Promote and manage initiatives and projects in the framework of development cooperation, research as well as innovation, being able to receive public funds for this purpose;
– Promote and establish Scholarships topics specific of study and research in the field;
– Promote information and training (also at the university level) aimed to the greater diffusion of specifc “culture” about topics near patients, families, health care, professionals, companies interested in sector, voluntary associations, involving renowed experts;
– Contribute to the writing, and continuous updating promotion and dissemination of guidelines respecting the E.B.M. and documents to address the main international scientific societies that deal of the argument ;
– Fulfill all the actions and acts that may need in order to achieve the social aims including the formalization of requests for obtaining contributions, funds and loans to public and / or private Bodies.
– This work can be done only through an effective partnership with all stakeholders, including people living with lymphedema and related disorders, community bodies, health professionals, educators, researchers, government, industry and representatives of insurance companies.
Article 3. Duration
The duration of the Association is unlimited. The dissolution of the same can only be tried for serious reasons and explicit decision of the Shareholders majority.
Article 4. Statutory Bodies and functions.
The Bodies that make up the Association and set policies are: the Directors Board, Scientific Committee, Technical Committee and Shareholders’Members.
The Executive Council, composed, as per Article 6, establishes the operational guidelines, based on the scientific proposals and technical committees and has the legal responsibility of the Association. The Scientific Committee has the function to propose scientific initiatives epidemiological studies , research projects, cure the scientific part of constituting site computer, produce scientific official pubblications of the Association, in harmony with international guidelines. The Technical Committee has the functions of support in the events organization, of ‘Fund Raising’, relations with the various interested actors in cooperation with the
Association. The Shareholders’ Meeting, convened periodically, has functions on ratification of the addresses that characterize the strategy Association itself.
Article 5. Members
Members can be distinguished into three groups:
– Ordinary: represented by professionals (doctors, physical therapists, nurses, social
workers, technicians orthopedic etc.), by patients, Associations of patients, Voluntary associations, Associations or interested Organizations in the ITA.LF Mission and Firms. The members who represent Firms may , also, access to elective organs and are entitled to vote.
– Charges: experts in the sector, who are particularly distinguished, both nationally and internationally field , for the diffusion of ITA.LF Mission principles.
– Supporters: represented by phisical people, organizations and public and private institutions that have contributed with equipment, services, economic contributions to the ITA.L.F. functions. Can aspire to the position of an ordinary member, physical persons and organizations, which make an explicit request, after presentation of curriculum to the President of the Association. Each request is considered by the Executive Council in sitting, following the submission date of the same. The admission to the Association is approved by the Board Directors on demand of the candidate member. The applications for admission to membership, presented for the benefit of minors, must be signed by, at least ,one among those that exercising parental authority, who will take on the same qualification of membership, acquiring rights and obligations. The minor in this case will enjoy the benefits and usefulness for members only.
All members have the right to:
– Participate to all the activities promoted by the Association;
– Participate in community life, expressing its vote they are entitled for the approval and amendments to the Statute and any regulations;
– Enjoy the active and passive voting for the nomination of Governing Bodies Association.
The members are obliged to observe the Statute, respect the decisions of the Association governing bodies and pay membership fees. These shares are not transmitted or adjusted.
The member status is not temporary and is lost for voluntary resignation, expulsion or death.
The resignation of a member must be submitted in writing to the ExecutiveCouncil.
The expulsion is expected when the member does not comply with the provisions of this Statute and any regulations, he becomes defaulting or engages in conduct that cause damage to property or the image of the Association.
The expulsion is decided by the Executive Council, an absolute majority of its members and communicated in a letter to the member concerned.
Against that decision the shareholder may appeal within 15 from receipt of the expulsion; the appeal will be examined by the first ordinary meeting. The loss, in any case, of membership does not entitle the refund of the amount paid to the Association.
The death of the member does not confer any right to heirs within associations.
Article 6. Executive Council
The Executive Council is elected by the General Assembly every 3 years.
The ITA.L.F. O.N.L.U.S. Executive Council consists of a President who has the signature, the legal and judicial representation of the Association and is elected by the Council Executive, every three years.
He presides over the Assembly and Board of Governors and provides the convening monitors on the implementation of the Assembly and Council Executive resolutions and in cases of urgency, may exercises the powers of the Board Directors, subject to ratification by the latter at the next meeting, a Vice President, who assists and / or replace the President , in case of absence and / or impediment, a Secretary, a
Treasurer and two Directors.
At meetings of the Executive Council also participate the Coordinator and Deputy Coordinator of the Scientific Committee , Coordinators of Technical Committee, with consultative value and do not form part of the quorum.
The members that constitute it, can be re-elected. President, assisted by the Vice President, who replaces him when unable to attend, as Legal Representative of the Association, shall supervise on the applicative addresses of associative ‘Mission’ , convenes the Board Executive, whenever he deems the need , at least, one time a year the Assembly General Meeting, maintains relationships with others scientific and legal entities with which the Association same interfaces, performs any acts relating to it.
Secretary must draw up the meetings minutes of the Council Assemblies and communicates to members the affecting facts the Association itself and maintains formal relations with the institutions and organizations.
The Treasurer is obliged to control the budget and at the presentation of the same, when he closes the exercise, both in the Executive Council that in the General Assembly.
The six members of the Executive Board have, in case of voting for operational decisions, the same value for the attainment of a majority.
The convocations must be communicated, also by certified e-mail, at least fifteen (15) day before the event and must clearly indicate the location, day and time of the conduct of business.
It is possible to call the Executive Council by video conference or Skype and other Similar, enabling the President of verify the presence , participation and self casting of votes.
Constitutive quorum: for the meeting validity will be required the involvement of two thirds of its members.
Deliberative quorum : the decision will be taken by the favorable vote of the majority.
The Executive Council is vested with all the possible powers for the ordinary and extraordinary management of the Association. It is elected by the General Assembly.
To the Executive Council competes in particular:
– Election of the Directives charges (President, Vice President, Secretary, Treasurer).
– Election of the Coordinator and Deputy coordinators of Scientific Committee.
– Coordinators’ Election of the Technical Committee.
– Decisions about the ordinary and extraordinary expenses of exercise and in c / capital, for the Association management ;
– Decisions relating to the institutional, commercial and complementary activities and services to be undertaken for the best achievement of Association institutional goals;
– Decisions about the direction of employees and coordination of staff and Professionals which uses the Association;
– The annual preparation of the economic and financial statement to submit for approval within four months of the year end;
– Preparation of the annual report on the activities undertaken and achievements to be submitted to the Assembly;
– The presentation of a program plan concerning activities to be performed in the new fiscal year;
– The establishment of the shares;
– The power to appoint, among the members on the Board, the delegates to the performance of specific functions set time to time by Executive Council itself;
– The preparation and approval of the Administrative Proposals to amend the bylaws that must be submitted to the subsequent approval of Assembly;
– The resolution on the admission of new members;
– Every function that the statutes or laws not conferring on other organs.
The Executive Council decades for contemporary resignation half plus one of its components. In this case the President or, in his absence, the Vice-President or alternatively the most senior of age, must convene an extraordinary meeting not later than fifteen days to held within the following thirty, taking care of the ordinary administration.
Article 7. Scientific Committee
The Scientific Committee is composed by ‘experts’ Members of recognized fame that working in the field and who are distinguished by specific curriculum. It is led by a Coordinator and two Deputy Coordinators appointed by the Council Directors of the Association.
Includes all health professionals involved in assistance to the patient and it is desirable that it is formed by at least one Representative for the Region and its components are chosen by the Executive Council, which will determine the number, and they reamain in office until revocation or resignation.
There is no incompatibility with the simultaneous coverage of other elective offices.
It is responsible for:
– Draw up official documents relating to the main issues affecting the lymphatic diseases, to the view of the international guidelines and specific regulations in force on the national territories and in individual regions. Documents can be strictly scientific and / or informative and can be made both in format documents and electronic files on the appropriate web site.
– Draw up the corporate guidelines and update them periodically in the light of EBM.
– Manage the ‘Forum’ of the company website that stands as reference point for the exchange of views and experiences between the various entities that belong to the Association.
– Undertake and treat the relations with other scientific associations and societies and study groups related to the fields of interest.
– Propose specific studies and researches on certain topics of diagnostic and / or therapeutic treatment, prognostic, epidemiological and primary /secondary prevention ,interests.
– Propose announcements for study grants to be awarded to any selected researchers for specific studies.
– Treat the website English version. (Article 13)
Article 8. Technical Committee
The Technical Committee consists of members, regardless professional role they exercised. Can participate: Patients, Companies, Doctors, Social Workers, Psychologists, Physiotherapists, Nurses, Technicians orthopedic, Volunteers. It is guided by two coordinators who are appointed by the Executive Council , which will also appoint all other Technical Committee components, establishing the number, from a list of concerned persones or upon notification of the Scientific Committee. All components will cover the charge until revoked or resignation.
It is responsible for:
– Organization of events (conferences, promotions, dissemination social events ).
– Fund Raising.
– Relations with the technical committees of other National and International Lymphoedema
Framework organizations and with ILF Haed-Quarter.
Article 9. The General Assembly
The General Assembly is the body that expresses the plurality of various components of the members and it is the highest authority of Association. Decides with the majority of the shareholders present with voting rights, including proxies that cannot be assigned more than two to member that must be another shareholder. It can change the Statute rules but with a qualified majority at least of two-thirds of the members.
It is convened by the President of the Association, no later than 30 June each year, in ordinary session, at least once year to ratify the Budget (ended December 31, the previous year) and particular decisions of the Executive Council and Scientific Committee. Convocations (I and II convocation that will not be delivered on the same day the first call) must be communicated, even by certified email, at least thirty (30) days before the event and must clearly indicate the Location, day and time of the work.
The assembly is valid in first convocation when they are present or represented at least an absolute majority of shareholders or, on second call, whatever the number of participants, except for those resolutions for which is provided a quorum minimum and, in this case, the
quorum is equal to that deliberative.
May be convened the shareholders’ meeting by videoconference or by Skype or other similar modality that allows the President to verify the real presence, participation and free expression of the vote.
The Assembly has the following tasks:
IN ORDINARY SESSION:
– Approve the economic and financial statement of the passed year;
– Elect the Executive Council ;
– Elect replacements for members of the Executive Council eventually
– Decide on any other matters of ordinary and general interest on the agenda.
IN EXTRAORDINARY SESSION:
– Deliberate on the transformation, merger and dissolution of the Association;
– Decide on proposals to amend the bylaws;
– Decide on any other matters of extraordinary character and general interest
put to the order day.
Article 10. Territorial Locations
The ITA.L.F. O.N.L.U.S. recognizes their Territorial headquarters that correspond to individual regions or groups of two or more of these and near foreign countries in EU and Extra EU. Each territorial headquarters, to be formed, must have at least 6 ordinary Members.
Members must, on the basis of this Statute rules, elect within them an Executive Council that will be composed by 4 to 6 members, be ruled out in last case, the two companies or scientific company representatives, it lasts for three years, coinciding with the three years of CD national nomination and is re-eligible for the following three years.
The Regional Executive Council decides a simple majority on the issues brought to its attention from the regional membership base and which have exclusively territorial valence.
All section activities must be communicated to National Secretariat and approved by the National Executive Council . The Regional Sections participate in Scientific events organized by ITA.L.F. in the area of jurisdiction using the Association logo and take contacts with regional and provincial institutions of reference.
Article 11. Internal Regulations and its modifications
The object, the functioning and organization of the Association are governed by this Statute.
For domestic proceedings which discipline main ITA.L.F. institutional processes and for the normal administration operation of the association, will be referred to an Internal Regulations that, in respect of the legal and articles rules of Association, will be prepared, from time to time amended, as appropriate, and promptly communicated to members by Governing Council, and the first will be adopted within 30 days by the constitution.
Article 12. Amendments to the Statute
Amendments to the Association Statute may be made on the proposal of the Executive Council or shareholders with a minimum of 20% of signatories associates. Because the proposal change is ratified, after discussion, must be voted by qualified majority of two thirds of the Assembly (including any proxies).
Article 13. Association Web Site
The Association is equipped with a Web site that is constantly monitored by the Webmaster appointed, valid three years, as all other elected offices (and possibly re-elected), by the Executive Council.
It must , faithfully, report all information pertaining to the nature ‘nonprofit’ of
Association, the ‘Mission’, the Statute, the Internal Regulations, the details of the
Memorandum Act and the indications to date of the main activities carried out by
ITA.L.F. to the shareholders.
Is also contains the links with other scientific and institutional organizations; may
contain links that connect with collateral activities of Ordinary Members, Sustaining
Members, and other institutions with which it is underway Partnership. Must contain a
copy of the main scientific documents produced by the activities of the association and
the details for contacts.
Article 14. Patnership
The ITA.L.F. is authorized to take relations of collaboration with other scientific
societies, Study groups , associations which share the principles of the membership
‘Mission’ , formulating projects aimed at ‘Best practice’ in Lymphology, in the light of the
national and international guidelines, and the I.S.L. Consensus Document.
Preferential relationship and full cooperation is reserved for the World Health
Organization, the Italian Ministry of Health and to all Companies, Associations or
federations of national and international scientific societies, in different ways and
aspects, are interested in Lymphology.
Article 15. Shareholders and financial year
The patrimony of the Association consists of:
– Movable and immovable property of the Association;
– Membership fees and annual contributions, overtime and Volunteers of members;
– Contributions, donations and bequests from public and private organizations or
-Proceeds, including commercial, possibly achieved by the Association for the pursuit or
To the Association is forbidden to distribute, even so indirectly, profits or operating
surpluses, however denominated, funds, reserves or capital during the life of the
association itself, unless the destination or distribution is required by law.
The Association has an obligation to employ the profits or surpluses for the
implementation of institutional activities and those directly connected and incidental.
The fiscal and financial year range from January 1 to 31 December each year.
The Executive Council shall prepare a cash flow Financial statement and subject it to the
approval of the Assembly within four months of the year end. The Financial Statement, as
well as providing a true and fair view of the earnings and financial position of the
Association, with distinction between those concerning to the institutional activity and
that relating to the activities directly related, must contain a brief description of the
goods, and contributions bequests received.
Regardless of the income statement financial year preparation, the Association for each
occasional activity of public funds collection performed in concurrence of celebrations,
anniversaries, or sensitization campaigns, draw up within four months from the closing
exercise, a specific and separate accounts from which must be, even in the midst of
illustrative report, in clear and transparent way, revenues and expenses related to each of
that celebration, anniversary or sensitization campaign.
Article 16. Dissolution
The dissolution of the Association is approved by extraordinary shareholders’ meeting on proposal of the Executive Council, which will also appoint the liquidators. The remaining assets will be donated to other non-profit organizations of social utility with similar purposes, or for public utility, listened the monitoring authority in art. 3, paragraph 190 Law 12.23.96, n. 662, subject to different destination imposed by law.
Article 17. Monitoring Authority
The Assembly may appoint a Single Auditor or Monitoring Authority composed by three or five effective members and two alternates, who remain in office for an indefinite period, until revoked or resignation. To the Monitoring Authority will be entrusted with the statutory audit. All its components will be entered in the appropriate register kept by the Ministry of Justice.
Article 18. Final rules
The decision on any dispute which may arise between members, the association or bodies of itself, except those which by law are not compromising with referees, will be submitted to the judgment of three referees. The Executive Council will instruct the Chairman of the Court where has the location the association to perform the appointment of three arbitrators.
Although not expressly provided in this Statute, refers to the existing laws in matter.
Signed: Sandro MICHELINI
Signed: Matteo BERTELLI
Signed: Massimo Rodolfo FAVINI
Signed: Marina CESTARI
Signed: CARPENZANO Giuseppa
Signed: FORESTIERE Francesco
Signed: Concetta VINCI
Signed: Giuseppe MINNITI Notary
(imprint of the seal)