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,
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
- 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
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
- resolves on the matters submitted to it by the Board of
Directors or reserved to it by these Articles of Incorporation and
The extraordinary General Meeting decides on amendments to the
Articles of Incorporation and By-Laws and on motions to dissolve
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
Article 10 - Powers and functions of the Board of
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
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
The Board of Directors may set up and/or dissolve Task Forces,
granting them specific duties and powers and determining their
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
The Board also decides when to dissolve the Committees or
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
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
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
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
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
The Board of Auditors prepares an annual report on the
financial statements for the Board of Directors and the ordinary
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
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