Articles of Incorporation and By-Laws

Article 1 - Formation

An association is formed under the name Associazione Italiana per la Ricerca sul Cancro - AIRC, hereinafter "the Association", which is governed by these Articles of Incorporation and By-Laws and by applicable laws in force. The Association pursues no direct or indirect profit.

 

Article 2 - Purpose

The purpose of the Association is as follows:

  • to provide financial support for the laboratory and clinical aspects of scientific cancer research conducted in Italy, and in particular to finance worthwhile research projects and study grants for researchers who wish to complete their training;
  • to promote and organize, consequent to the above, the raising of funds necessary for the development of cancer research, including through initiatives and events and using for this purpose also the services volunteered by its Members;
  • to disseminate, principally among its associates, knowledge of the cancer study and research activities carried out at the national and international levels, taking all action to publicize the issues relating to the study, treatment, and prevention of tumors as well as the results and progress of research, including through the publication and distribution of periodicals.

Should the Association inherit or otherwise receive bequests or donations of money, moveable assets or real estate, such gifts may be acquired for the purposes of the Association through the "Fondazione Italiana per la Ricerca sul Cancro", registered office at Via Corridoni 7, Milan, Italy, recognized by Presidential Decree no. 1041 of December 10, 1980, which the Association has set up in pursuit of its purposes. The acceptance of gifts by said Foundation requires it to satisfy all of the conditions and obligations imposed on the gift by the donor or testator, with the Association guaranteeing its compliance.

 

Article 3 - Registered office

The Association's registered office is at Via Corridoni 7, Milan, Italy.

 

Article 4 - Duration

The duration of the Association is perpetual..

 

Article 5 - Corporate bodies

The corporate bodies of the Associazione Italiana per la Ricerca sul Cancro are as follows:

  • the General Meeting of Members
  • the Board of Directors
  • the Chairman
  • the Scientific Committee
  • the Advisory Board
  • the Board of Auditors.

 

Article 6 - Members of the Association

The Members of the Association are natural persons and legal entities, classified as Ordinary Members, Associate Members, Affiliated Members, Active Members, and Supporters. Each membership is valid for one year.

All Members have equal rights, regardless of their category. Members pay annual membership fees of not less than the amount determined for each category by the Board of Directors. Members have no responsibilities other than to pay their fees.

Members may work voluntarily and free of charge on the initiatives fostered and organized by the Association in pursuit of its corporate purpose.

The Association shall keep a Members' list, divided by category; it shall also keep a list of Members who have stated their willingness to work voluntarily and free of charge on the initiatives fostered and organized by the Association.

 

Article 7 - Funding

The Association shall draw the funds necessary for its activities from:

  • membership fees;
  • income from initiatives approved by the governing bodies, including the funds raised through national or local awareness campaigns or other projects;
  • donations from Members and any other party, including gifts bequeathed in wills;
  • contributions and financing provided for this purpose by public and private entities.

The Board of Directors is responsible for allocating and utilizing the funds in pursuit of the Association's purpose.

 

Article 8 - General Meeting of Members

All Members in every category who are up to date with their membership fees are entitled to attend and vote at ordinary and extraordinary General Meetings.

Each Member, regardless of category, has a single vote.

With a written proxy notice, each Member may represent just one other Member.

The ordinary General Meeting is called at least once a year, within six months of the close of the fiscal year.

The ordinary General Meeting:

  • approves the financial statements, submitted by the Board of Directors and accompanied by the Auditors' report;
  • elects the Board of Directors and the Board of Auditors;
  • appoints the External Auditors who audit the accounts and the financial statements;
  • resolves on the matters submitted to it by the Board of Directors or reserved to it by these Articles of Incorporation and By-Laws.

The extraordinary General Meeting decides on amendments to the Articles of Incorporation and By-Laws and on motions to dissolve the Association.

Ordinary and extraordinary General Meetings reach a quorum on first call if more than half of the Members are present. When one hour has elapsed from the time stated on the notice of meeting, the General Meeting is considered to have reached a quorum on second call regardless of the number of Members in attendance.

In both ordinary and extraordinary session, the General Meeting passes motions by an absolute majority of those present, except when officers are being elected in which case only a relative majority is required.

General Meetings are called by the Board of Directors by way of a notice stating the date, time and place of the meeting (at the Association's head office or elsewhere) and the agenda, to be affixed at the head office and published in the Association's "Notiziario" at least 20 days in advance of the meeting date. Alternatively, the Board of Directors may decide to call a meeting by publishing a notice in the Gazzetta Ufficiale.

The General Meeting, in ordinary and extraordinary session, is chaired by the Chairman of the Board of Directors or, if that person is absent or unavailable, by (in order of preference) the most senior Vice Chairman in terms of age, another Director, or another Association Member selected by the Meeting. Minutes of the General Meeting are taken and are signed by the chairman and the Secretary appointed by the Meeting.

 

Article 9 - Board of Directors

The Board of Directors is comprised of 21 to 45 members, elected for three financial years, who serve until approval of the financial statements for their last year in office. The Directors can be re-elected.

The General Meeting determines the number of Directors and schedules elections so that one third of the Directors are elected or re-elected each year, in keeping with the number chosen.

If one or more Directors leaves office during the course of the year, the Board of Directors may replace them by co-opting new Directors who serve until the next General Meeting of Members; their term will expire along with that of the Director replaced.

 

Article 10 - Powers and functions of the Board of Directors

The Board of Directors elects a Chairman and one or more Vice Chairmen from among its members. The Board of Directors may appoint an Honorary Chairman, who attends board meetings.
The Board of Directors is in charge of the Association's ordinary and extraordinary administration, except for those matters reserved to the General Meeting, and may delegate its powers to one or more of its own members, to members of the Regional Committees, or to third parties with managerial positions within the Association.

The Board of Directors appoints the Secretary of the Board, the Scientific Director, the Scientific Committee, the Advisory Board, and, if applicable, the Executive Director.

The Board of Directors resolves on the establishment of Regional Committees, as described in Art. 13.

The Board of Directors appoints the governing board of the Fondazione Italiana per la Ricerca sul Cancro, in accordance with the latter's Articles of Association and By-Laws.

Meetings of the Board of Directors are attended by the Executive Director, the Scientific Director, and anyone else invited by the chairman.

The Board of Directors may set up and/or dissolve Task Forces, granting them specific duties and powers and determining their duration.

 

Article 11 - Legal representation

The Association is legally represented by the Chairman or, if the Chairman is absent or unavailable, by the Vice Chairmen on a several basis; the Vice Chairman's signature is sufficient proof of the Chairman's inability to serve.

 

Article 12 - Meetings of the Board of Directors

Meetings of the Board of Directors are called by the Chairman or, if the Chairman is absent or unavailable, by the Vice Chairmen or, at the latters' behest, by the Secretary; no specific formalities are required as long as notice is given in a suitable form at least 10 days prior to the meeting and there is proof of its receipt by the addressee.

Board meetings are valid if at least one third of the Directors are present. They are chaired by the Chairman or a Vice Chairman or, if those persons are unavailable, by another person elected by a majority of the Directors present. Resolutions are passed by a majority of those attending; the vote of the person chairing the meeting prevails in the event of a tie. Minutes of all meetings are taken by the Secretary.

A Board meeting shall also be called when at least one third of the Directors so request and provide an agenda.

 

Article 13 - Regional Committees

The Board of Directors resolves on the formation of Regional Committees, appointing each committee's chairman and the other members based on the latter's recommendations. The chairmen of the Regional Committees form part of the Board of Directors as long as they fill that position. The Board of Directors may appoint Honorary Chairmen of the Regional Committees; for each Regional Committee, there can be only one Honorary Chairman, whose term of office cannot exceed three years.

The Board of Directors assigns duties and powers to the Regional Committees, including the power to form local Delegations in their respective Regions.

The Board also decides when to dissolve the Committees or Delegations.

In this regard, in case of urgency, the Chairman shall consult the Vice Chairmen and may then take the necessary decisions, which are submitted for ratification by the Board of Directors at the earliest opportunity.

The organization and functioning of the Regional Committees are stated in specific Regulations, approved by the Board of Directors at the Chairman's recommendation.

 

Article 14 - Scientific Director and Scientific Committee

The Board of Directors appoints a Scientific Committee of experts in cancer research, determining the number of members each time the Committee is newly formed. The Scientific Committee is chaired by the Scientific Director and is in charge of reviewing research grant applications, study grant applications, and the scientific and financial reports submitted by the beneficiaries. The Scientific Director, once the applications have been reviewed and evaluated, submits funding proposals to the Board of Directors and agrees to review the beneficiaries' reports and, if required, to bring the Board up to date and provide any useful comments.

The members of the Scientific Committee serve for three years and can be re-appointed for a second term.

The Scientific Committee also plays a scientific advisory role on matters of interest to the Association and to the Fondazione Italiana per la Ricerca sul Cancro.

The organization and functioning of the Scientific Committee are stated in specific Regulations, prepared by the Scientific Director and approved by the Board of Directors.

 

Article 15 - Advisory Board

The Advisory Board is appointed by the Board of Directors and is comprised of no fewer than five eminent scientists based in Italy or abroad, recommended by the Chairman in agreement with the Scientific Director of AIRC, who is automatically a member of this board.

The Advisory Board formulates scientific guidelines that are submitted for the approval of the Board of Directors, and makes sure the guidelines are implemented.

The members of the Advisory Board serve for three years and are eligible for re-appointment.

 

Article 16 - Grants

After reviewing the proposals of the Scientific Committee submitted by the Scientific Director, the Board of Directors decides how to allocate funds within the scope of the Association's purpose as stated in Article 2, which shall be construed to include the purchase of the machines, equipment, and materials necessary for research and, in particular cases, the fitting and upgrading of facilities in order to launch the study.

Under no circumstances is the Board of Directors authorized to guarantee future grants, but it can approve installment grants to be paid in one or more years, provided that the amounts promised are set aside at the time of approval in a fund created for this purpose.

When the grants are disbursed, the Board of Directors must ask the beneficiary to comply with reporting rules.

 

Article 17 - Board of Auditors

The Board of Auditors is comprised of three standing members and two alternates, listed in the roll of registered auditors, who are elected by the ordinary General Meeting for a three-year term ending with approval of the financial statements for their final year in office; they are eligible for re-election.

At the introductory meeting, called by the Chairman of the Association within thirty days after the election, the Board of Auditors shall elect its Chairman. The Auditors shall not hold any other office, position or assignment within the Association. The Auditors attend meetings of the Board of Directors but do not have the right to vote.

Should an Auditor be unavailable or leave office for any reason, he or she is replaced by the elder of the two alternates; the alternate remains in office until the next General Meeting, which shall elect enough standing and alternate Auditors to fill all vacancies. The terms of the newly elected Auditors expire along with those of the Auditors in office. If the Board is incomplete even with the alternates serving in office, a General Meeting must be called to fill the vacancies.

The Board of Auditors is invested with the broadest powers of supervision and oversight regarding the Association's economic and financial management.

The Board of Auditors prepares an annual report on the financial statements for the Board of Directors and the ordinary General Meeting.

 

Article 18 - Officer compensation

The members of the Board of Directors, the Board of Auditors, and the Regional Committees shall receive no compensation for their services.

 

Article 19 - Financial statements

The fiscal year ends on December 31 of each year.  At the end of each year, the Board of Directors shall draw up the financial statements, comprised of the balance sheet, the statement of activities, the notes to the financial statements, and any other content required by applicable laws and regulations.

The accounts and the financial statements are audited by an external accounting firm, appointed by the General Meeting.

 

Article 20 - Surplus funds

Any surplus funds at the end of each year shall be allocated, in subsequent years, to pursuit of the corporate purposes. It is in any case forbidden to distribute income, surplus funds, reserves, or capital to Members, sponsors or other parties involved in the Association's activities or management.

 

Article 21 - Dissolution

Should the Association be dissolved or in any case discontinued for whatever reason, its assets will be donated in pursuit of the Association's purposes or similar purposes, as determined by the General Meeting that votes for dissolution; any refunds to Members are prohibited.

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