STATUTE OF THE ASSOCIATION “EXTREMESPORTMED”
ATTACHMENT “A” – STATUTE OF ASSOCIATION-TYPE ORGANISATION
(AS PER ART. 148 OF THE CONSOLIDATED LAW ON INCOME TAX (TUIR))
ART. 1 – NAME AND REGISTERED OFFICE
The non-political, not-for-profit cultural association named “ExtremeSportMed” is established. It is governed by the present statute and by the legislation in force on the matter.
ART. 2 – AIMS
The Association provides assistance and promotes the culture of medicine as applied to extreme sports. The Association’s main areas of interest are injury prevention, athletic preparation and rehabilitation. By way of clarification and example (but by no means exclusively), the areas of interest of this Association include all sporting activities which can be considered extreme due to the degree of physical exertion or type of technical skill required, or due to the conditions under which such sports are carried out. The present Association does not promote, encourage or provide incentives for the practice of risky or potentially dangerous activities. The present Association works towards safeguarding health at all times, and encourages the practice of sporting activities in a safe and responsible manner.
The Association pursues the following aims: a. To contribute in general to the progress of medical science, with particular focus on its application to the practice of sporting activities known as “extreme sports”. b. To promote the development and recognition of “extreme sports medicine” as a new and independent branch of medicine. c. To create an international group of experts working in the sector. To bring together and represent the clinicians and non-medical specialists operating in the field of extreme sports medicine, and to promote the exchange of culture and experiences at international level. d. To promote scientific research in the area of extreme sports medicine, especially through the organisation and promotion of studies and scientific research, participation in commissions and study groups, scientific collaboration or cooperation with public and/or private bodies, organisations and institutions. e. To promote the continuous professional development of its members, both cultural and scientific, including the promotion of congresses and didactic activities. f. To promote expertise and education in the areas of interest related to extreme sports medicine, also outside the immediate sphere of activity of its members by way of congresses, conventions and seminars, also in collaboration with other bodies and associations. g. To promote the training of the professionals operating or preparing to operate in the sector, using the means and instruments deemed suitable on a case-by-case basis: including training courses, periods of work experience, expeditions, etc. h. To provide consultancy and support to athletes, sports associations, trainers, etc. in the organisation and preparation of extreme or special sporting activities, in difficult or hostile environments or conditions. i. To promote scientific knowledge through editorial initiatives, including the official magazine of the Association.
ART. 3 – MEMBERS
Ordinary and honorary members are members of the association.
Ordinary members. The following are eligible to become ordinary members: Italian or foreign citizens who are at least 18 years of age, physicians and other graduates in medical-scientific disciplines, and all other persons, who may or may not hold a degree, who operate in the field of extreme sports medicine, who share the aims of the Association and who participate in the association itself via payment of a membership fee set by the Assembly of Members. Applications must be submitted in writing to the President of the Association, together with a brief resumé detailing the candidate’s experience of scientific and/or cultural activities in the field of extreme sports medicine. The candidate must be approved by the majority of members of the Board of Directors. Each ordinary member has the right to participate in the ordinary and extraordinary Assemblies with the right to vote, to be elected to all association roles, and to propose new areas of study to the Board of Directors.
Honorary members. Honorary members are those persons who have carried out activities of particular merit in the areas of interest of the Association, or who have gained particular distinction as an expert of their subject subject matter. Also eligible for honorary membership are athletes or professionals, including non-medical professionals or professionals operating in the medical field who have gained distinction in various capacities and/or who have made an important contribution to technical and/or scientific progress in the areas of interest of the Association. The qualification is awarded by the Board of Directors for approval by majority vote. The honorary member is not eligible to vote and may not be appointed to posts within the association.
Supporters. Supporters are physical persons or associations which support the activity of the Association by way of a financial contribution. Supporters do not have the right to vote and may not be elected to posts within the association.
Admission to membership requires that applicants have read and accepted the present Statute and internal Regulations. The competent body authorised to consider applications for admission to ordinary member is the Board of Directors. Membership of the association is for an indefinite period, without prejudice to the member’s right of withdrawal from the Association, to be communicated in writing to the Board of Directors. Membership of the Association is of a free and voluntary nature, however members and supporters are required to abide by the decisions taken by its representative organs in accordance with their statutory powers, and to that stipulated in the Regulations of the Association. Temporary participation in the Association is expressly forbidden. Members have the right to vote for the approval and modification of the Statute and Regulations, and for the nomination of the directive bodies. Ordinary members have the right to elect the organs of the association and to be elected to the same organs. They have the right to be informed of the activities of the Association and to be reimbursed of any expenses effectively borne while carrying out activities on behalf of the Association. Members must pay the association fees by the date due, and respect the present statute and any internal Regulations. Members will carry out their activities for the Association in a prevalently personal, voluntary and gratuitous manner, not for profit, directly or indirectly, based on their own availability. Members agree to pay the sum established by the Assembly by March 31 of each year. Membership fees are not transferable and may not be recalculated. Membership may be revoked for the following reasons: a) death and/or declaration of mental incompetence; b) resignation; c) arrearage; d) failure to observe the statutory dispositions and regulations; e) for causing moral or material damage to the Association in any manner; f) improper behaviour rendering the member unfit for membership; g) conviction for defamatory crimes; h) involvement or attempted involvement of a member in any activities contrary to the interests of the association. Expulsion for the reasons stated at letters c), d), e), f), g) and h) shall be ascertained and declared by the Board of Directors, without prior notice and with immediate effect. The member may appeal against the decision to the Assembly, which must be convened for this purpose by the Board of Directors, within 15 days of the appeal application: in this case the action remains suspended until deliberation by the Assembly. Revocation of membership does not entitle the ex-member to the repayment of sums paid for any reason.
The organs of the Association are: the Assembly of Members, the Board of Directors, the President of the Board of Directors, the Technical-Scientific Committee.
ART. 5 – ASSEMBLY OF MEMBERS
The Assembly is the supreme organ of the Association and is composed of all members. It is convened at least once a year by the President of the Board of Directors, by June 30, for approval of the financial statement, to be sent in writing, via CEM or e-mail, at least 10 days prior to the date set for the Assembly and detailing the agenda. The Assembly is also convened each time it is deemed necessary, either by the President or by written request of at least one third of members.
The Assembly may be ordinary or extraordinary. It is extraordinary when convened for modification of the statute and dissolution of the Association. It is ordinary in all other cases.
ART. 6 – TASKS OF THE ASSEMBLY
The Assembly must: a. approve the financial statement; b. define the general programme of the Association’s activities; c. approve any internal Regulations; d. elect the President and Board of Directors; e. deliberate on anything else required by law or by statute, or submitted to the Board of Directors for its examination.
ART. 7 – VALIDITY OF THE ASSEMBLY
The ordinary Assembly is regularly constituted on first call if the majority of members with the right to vote are present; on second call (which may be held on the same day), no matter the number of members present, in person or by proxy. Voting is permitted by telephone and by correspondence. Each member has the right to one vote in the Assembly (single vote). The decisions of the ordinary Assembly are taken by a majority of those present and represented by proxy, are expressed by open vote except those regarding persons (or when the Assembly deems it appropriate). The extraordinary Assembly approves any modifications to the statute with the presence of half plus one of the members and acts by simple majority of those present; it dissolves the Association and devolves the assets of the association following a favourable vote of three quarters of the members.
ART. 8 – RECORDING OF THE MEETINGS OF THE ASSEMBLY OF MEMBERS
The discussions and decisions of the Assembly are summarised in the minutes drawn up by the secretary and signed by the President. Each member has the right to consult the minutes and to make a copy of them. The disclosure of the minutes, convocations and financial statements to all members may be carried out via suitable means of communication which provides proof of receipt, including electronic mail (certified or non-certified) and/or publication on the association Internet web site.
ART. 9 – BOARD OF DIRECTORS
The Board of Directors is composed of a minimum of 3 members and a maximum of 8 members elected by the Assembly from its own members, with the exception of the members initially nominated when signing the deed of partnership. The Board of Directors is validly constituted when the majority of its members is present and decides by simple majority of those present. The Board of Directors carries out all tasks of ordinary and extraordinary administration not expressly required of the Assembly; it draws up and presents the financial statement on the activities of the Association and the financial statement to the Assembly. During voting, in the case of a tie, the vote of the President is worth double. The tasks of the Board of Directors are as follows: a. to direct the activities of the association; b. organise the scientific and cultural initiatives in general; c. decide the venue of any national congresses, prepare and assign the topics of the congress; d. nominate (from the Association members) the members of specific study groups on particular scientific, organisational or management issues; e. deliberate upon the admission of new members; f. deliberate upon the revocation of memberships as per article 3 of the present statute; g. nominate honorary members; h. convene the Assembly of Members in ordinary mode; i. set the annual association fees for ordinary and honorary members; l. draw up the financial statement; m. elect part of the posts within the association; n. nominate a treasurer, by proposal of the President, who may or may not be a member of the Board of Directors. The term of office of the Board of Directors is 5 years for the first Board of Directors and 4 years for the successive Boards, and may be re-elected any number of times.
ART. 10 – PRESIDENT
The President of the Association is the President of the Board of Directors. The President directs the Association and is its legal representative. He convenes the Assembly of Members and the Board of Directors, both ordinary and extraordinary. In the event of a tied vote, the President’s vote is worth double.
ART. 11 – TECHNICAL-SCIENTIFIC COMMITTEE
The Assembly of Members, by proposal of the Board of Directors, may elect a Technical-Scientific Committee which liaises with the President and the other organs of the Association, and has consultancy and advisory functions. The Technical-Scientific Committee, consisting of key figures operating in the areas of interest of the Association, remains in office for a period of 4 years and its members may be re-nominated. The Technical-Scientific Committee is the advisory body of the Board of Directors; it identifies activities to propose to the Board of Directors, gathers requests and proposals from members and non-members, and monitors the technical-scientific validity of the Association’s scientific, editorial and research activities. The Technical-Scientific Committee consists initially of a minimum of 3 members, and may have up to a maximum of 12 members, of which at least two-thirds must be physicians specialising in disciplines related to the aims of the Association. The Technical-Scientific Committee is presided over by a President nominated by the Board of Directors from among the members of the Committee itself, its term of office is 4 years and it may be elected. The Technical-Scientific Committee meets following written convocation from the President.
ART. 12 – ASSETS AND FINANCIAL MEANS
The assets of the Association consist of: a) movable and immovable property which become the property of the Association; b) any reserve funds deriving from a budgetary surplus. The financial means required to carry on the activities of the Association consist of: a) membership fees and contributions from members and associates; b) additional payments made by associates and/or members of the national membership organisation in relation to the various social and/or complementary activities; c) proceeds from the organisation of events or participation in these; d) contributions and sponsorships; e) any type of donation from third parties; f) the proceeds deriving from any economic activities; g) any other earnings which contribute to increasing the assets of the association. The Association is forbidden from distributing profits and surplus income as well as funds, reserves or capital during the Association’s lifespan, even by indirect means, to administrators, members, participants, workers or collaborators and to third parties in general, unless the destination or distribution is required by law, namely to associations which by law, statute or regulations, pursue the same aims and carry out the same activities, namely other institutional activities directly and specifically provided for by the legislation in force. The Association is obliged to re-invest any profits and surplus income exclusively for the development of the functional activities carried out in pursuit of the Association’s aim of social solidarity.
ART. 13 – FINANCIAL YEAR AND FINANCIAL STATEMENT
The financial year begins on January 1 and ends on December 31 each year. By May 31 following the end of each financial year, the Board of Directors will draw up the financial statement which must be approved by the Assembly of Members by June 30 each year. The financial statement is a summary indicating the income and expenditure relative to the preceding year. The financial statement of the Association is drawn up annually by the Board of Directors, beginning from January 1 each year and is approved by the Ordinary General Assembly with the majority stated in the present statute. Disclosure of the financial statement of the Association to all members and associates may be carried out via suitable means of communication which provide proof of receipt, including electronic mail (certified or non-certified) and/or publication on the Association’s Internet site with access reserved for members only. The financial statement of the Association must be approved by the Assembly of Members by April 30 of the year following the end of the financial year.
ART. 14 – ASSOCIATION MAGAZINE
Information on the Association’s activities are published mainly through the Association’s institutional website and official magazine. The magazine, which may be distributed in electronic and paper format, contains educational articles and contributions from the international scientific community, as well as documentation relative to the activities of the Association, with a particular focus on the activity of study groups and any nominated commissions.
ART. 15 – COMPETENT COURT
For all controversies involving the Association, the sole competent court is that of Bologna (Italy).
ART. 16 – DISSOLUTION
In the case of dissolution for whatever reason, the Assembly of Members shall deliberate the devolution of the assets of the association to other not-for-profit Associations with similar aims.
ART. 17 – INTERNAL REGULATIONS
Particular specifications regarding the functioning and execution of the present statute shall be prescribed by way of internal regulations, to be drawn up by the Board of Directors and approved by the Assembly of Members.
ART. 18 – FINAL PROVISIONS
Everything not expressly stipulated in the present statute is covered by the provisions of the Civil Code and the laws in force on the matter.