BYLAWS OF STEM CELL RESEARCH ITALY ASSOCIATION

 

 

Article 1 – Name and Offices

The “Stem Cell Research Italy” Association (SCR Italy) is constituted by the present act. The principal office of SCR Italy is in via Nicola Salsano 5 – 84013 Cava de’ Tirreni (SA)  - Italy. Branch office is in piazza Piancini 5 06049 Spoleto (PG) – Italy. The SCR Italy may also have other branch offices at other locations.

 

Article 2 – Type of Organization

SCR Italy is a non-profit, non-political Association. SCR Italy has financial and administrative autonomy.  SCR Italy may participate as a member of other associations or entities that have similar purposes.

 

Article 3 - Duration

The Association will have an unlimited duration.

 

Article 4 - Purposes

SCR Italy

  • promotes studies and researches in the field of Stem Cells;
  • encourages studies of scientific disciplines that are related to Stem Cells;
  • promotes cooperation among public and private institutions, cultural associations, consortia, and cooperative societies that pursue similar aims;
  • establishes connections with national and international institutions that pursue similar aims;
  • establishes connections with Banks, Credit Institutes and Financial Companies for sponsorship;
  • supports international scientific exchanges;
  • supports the publication of journals, books, software and videos on issues related to researches in the field Stem cells;
  • stimulates research in areas related to the Association’s purpose through the establishment of scholarships, fellowships, and awards;
  • organizes, potentially in cooperation with related organizations, scientific meetings, conferences, educational activities and similar events.

 

Article 5 – Categories of Membership

All individuals and juridical persons of any nationality can be members of the Association if they share its goals and have manifested continuous interest for Stem Cell Researches and Studies.

The Association has the following membership categories:

  1. Founder Members: individuals with well known scientific qualification that signed the Constitution Act of SCR Italy Association. They have to pay the dues and have all privileges of the Association including, but not limited to, the right to vote hold office and to serve on committees and boards.
  2. Regular Members: individuals with scientific qualification, whose membership request has been accepted by the Board of Directors. They have to pay the dues and have all privileges of the Association including, but not limited to, the right to vote hold office and to serve on committees and boards.
  3. Honorary Members (Meritorious Members): individuals with well known scientific qualification or juridical persons (Universities, Departments, Research Institutions, Public and Government Institutions, etc) that were admitted by Board of Directors. For these members the payment of dues is on voluntary base. They have all privileges of the Association excluding the right to vote hold office and to serve on committees and boards.

 

Article 6 – Rights and Duties of Members

All Members have access to privilege of Association according to their membership category.

Membership status may be revoked for the following reasons:

  • because of withdrawal from the Association;
  • because of a lapse, that is, because of losing any one of the requirements on which admission was based;
  • by expulsion, proposed by the Board of Directors to the Assembly, for verified reasons of incompatibility, for having violated the norms and obligations of these Bylaws, or for other reasons that render the member unworthy;
  • for late payment of due.

 

Article 7 – Organs of Association

The Organs of Associations are:

  • The Assembly
  • The Board of Directors (Consiglio Direttivo)
  • The President of Association
  • The Board of Arbiters (Collegio dei Probiviri)
  • The Finance and Audit Committee (Collegio dei Revisori dei Conti)
  • The Scientific Committee

 

Article 8 –The Assembly

Regular and Founder Members who have paid their annual membership fee compose the Assembly. The Assembly is convened by the President of Association, which acts as chairman.

The Assembly meets once per year, or more often if the President decides that it is necessary. The President must call an Assembly meeting when requested by a majority of the members of the Board of Directors, or when a motivated request is submitted by at least one third of the Association’s Members. Assembly meetings can be held both physically, in Italy or abroad, or virtually, through e-mails, teleconferences, and electronic forums, in the forms regulated by the Bylaws. The convocation of the Assembly shall be made through written announcement by e-mail to all the members.

 

It is to the role of the Ordinary Assembly:

  • to offer guidance regarding the Association’s activities;
  • to elect the Board of Directors (Consiglio Direttivo) and Scientific Committee;
  • to elect the Board of Arbiters (Collegio dei Probiviri) if required by Board of Directors;
  • to elect the Finance and Audit Committee (Collegio dei Revisori dei Conti) if required by Board of Directors;
  • to examine and approve the annual financial report and the budget;
  • to determine the amount of duties as proposed by Board of Directors;
  • to discuss any issue related to the activities of Association.

 

At the first call the Ordinary Assembly is validly constituted by the presence of half plus one of the Members; if such required quorum is not met, then at a second subsequent call, the Assembly is validly constituted with any number of Members present. Every Member has the right to vote and may vote directly or via written proxy assigned to another Member. No more than two proxies per member may be accepted. The Assembly approves motions with the favorable vote of a simple majority of the members in attendance with the exception of the cases explicitly established in the Association's Bylaws.

 

It is to the role of the Extraordinary Assembly:

  • to deliberate about any Bylaws’ changes;
  • to deliberate the Association’s dissolution;
  • to deliberate change of Principal or Branch Office;
  • to deliberate about any “extraordinary” issue presented by Board of Directors.

 

At the first and second call the Extraordinary Assembly is validly constituted by the presence of 2/3 of the Members. Every Member has the right to vote and may vote directly or via written proxy assigned to another Member. No more than two proxies per member may be accepted. The Assembly approves motions with the favorable vote of a simple majority of the members in attendance with the exception of the cases explicitly established in this Statute and in the Association's Bylaws.

 

Article 9 – The Board of Directors

The Board of Directors (Consiglio Direttivo) comprises nine Directors elected by the Meeting of the Assembly among the Founder and Regular Members. Once constituted, the Board elects, among its members, the President and the Vice-President, the Clerk (Secretary) and the Treasurer. The term of office for Members of Board is four years.

The Board of Directors retains all powers for the ordinary and extraordinary management of the Association, except for situations reserved to the Assembly by law, and the Association’s Bylaws.

It is to the role of Board of Directors:

  • to deliberate on requests for admission;
  • to draft the Association’s Bylaws;
  • to propose a budget and to develop financial reports to be submitted to the Assembly;
  • to take care of ordinary administration;
  • to determine the year’s membership fees;
  • to appoint members of Scientific Committee;
  • to propose the Assembly the formation of Board of Arbiters;
  • top propose the Assembly the formation of Finance and Audit Committee;
  • to plan the Association’s activities, complying with the Assembly’s directions and the Association’s purpose.

The Board of Directors is convened by President, which acts as chairman.

The Board meets at least once per year to deliberate the annual financial report and the budget, or more often if the President decides that it is necessary. The President must call a meeting of Board when requested by at least three members of the Board of Directors,

Board meetings can be held both physically, in Italy or abroad, or virtually, through e-mails, teleconferences, and electronic forums, in the forms regulated by the Bylaws. The convocation of the Assembly shall be made through written announcement by e-mail to all the members.

 

Article 10 – The President of Association

The President of Board of Directors serves as President of the Association.

The President is the legal representative of the Association to third parties and in court, as well as to all governmental and judicial authorities, and the President signs for the Association. The President may grant either members or third parties special powers of attorney or transaction proxies for specific acts or types of acts. The President, in particular, supervises the implementation of the decisions of the Assembly and the Board of Directors. The President does not have any power of extraordinary administration in any case; furthermore, he or she may not: a) contract debts of any kind, with the exclusion of commercial debts assumed for the purchase of goods and/or services needed for the normal operation of the Association. He or she has the legal authority of the Association to delegate tasks to the Vice-President or to other Members of the Board of Directors. The above statements give an exemplification of the President’s duties. It is, however, not an exhaustive list. President can plan all kind of the Association’s activities, complying with the Assembly’s directions and the Association’s purpose.

The term of office for the President is four years.

If the President is unable to serve at any time, the Vice President assumes the responsibilities of the President during that period.

 

Article 11 – The Honorary President of Association

The Honorary President of Association may be appointed by Board of Directors among Regular and Founder Members that possess outstanding scientific qualification.

It is the role of Honorary President:

  • to take part in Board of Director Meetings with a consultative role in decision-making. In these meetings he or she has no right to vote, unless he or she is also a member of the Board;
  • to represent the Association to third parties.

Honorary President serves until revocation by Board of Directors.

 

Article 12 –The Scientific Committee

The Scientific Committee has a consultative role in decision-making of President of the Association and Board of Directors.

Members of Scientific Committee are appointed by Board of Directors among Regular and Founder Members that possess outstanding scientific qualification. The Committee elects, among its members, the President of Scientific Committee. Members of Scientific Committee serve until revocation by Board of Directors.

 

Article 13 – The Board of Arbiters

The Board of Arbiters (Collegio dei Probiviri) is composed of three members that are elected by Assembly if required by Board of Directors. The Board elects, among its members, the President of Board of Arbiters. The term of office for Members of Board is four years. The Board of Arbiters is convened by its President or by the President of Association.

It is the role of Board of Arbiters:

  • to judge about any disagreement that may arise between the Association and its members resulting from or related to the execution of these Bylaws, as well as any decision of the Assembly;
  • to take disciplinary actions against members of Association.

 

Article 14 – The Finance and Audit Committee

The Finance and Audit Committee (Collegio dei Revisori dei Conti) is composed of three members that are elected by Assembly if required by Board of Directors. The Committee elects, among its members, the President of the Finance and Audit Committee. The term of office for Members of Board is four years. The Finance and Audit Committee is responsible for monitoring executive compliance with fiscally related Policies and Bylaws, reviewing the annual budget. The Committee acts according the Italian law (art. 2403 e seguenti del Codice Civile e successive modificazioni).

 

Article 15 - Finance

The income of the Association consist of:

  • the ordinary annual dues, to be established yearly by the ordinary Assembly on the recommendation of the Board of Directors;
  • extraordinary assessments as needed, decided by the Assembly with respect to specific initiatives that require funds in excess of those in the ordinary budget;
  • voluntary payments by the members;
  • agreements, grants, generosity and bequests by third parties or by members, voluntary contributions and extraordinary donations;
  • contributions from governmental agencies, from local entities, from credit institutions, and from entities generally speaking.

 

Article 16 – Dissolution

An extraordinary Assembly can deliberate the dissolution of Association. In the case of the dissolution of the Association, the Assembly is to designate one or more receivers, establishing their power. The assets of the Association at the end of the liquidation are to be turned over to another entity, which has a similar goal of public service.

Article 17 – Final Consideration

For all matters not covered by these Bylaws, recourse is to be made to the legal norms and general principles of Italian law.

 
 
Within a number of situations, you might possibly know the actual design as well as kind of cartier replica uk that the designed individual requirements. They can be a specific enthusiast of the custom, or even they may possess esteemed the actual tag heuer replica uk of the unique look at previously. However, you might possibly possess just the fundamental describe from the kind they would like, regardless of fake rolex it's a precious metal or even metallic 1, or even possibly a little having a leather-based secure, pretty compared to plastic material. Probably the most typical conditions many people encounter although breitling replica uk on the internet is actually purchasing phony items. You will find numerous scammers on the web that market phony items to be able to dupe individuals as well as grab their own cash.