The rules on which the Association is founded with regard to its structure and activities, article by article, in full detail.
An Association is hereby established under the name Associazione Italiana per la Ricerca sul Cancro - AIRC, hereinafter referred to as "the Association", governed by these By-laws and by any applicable laws in force, registered with the Register of Legal Entities of the Prefecture of Milan on 18 October 2004 under the registration number 921, tax code 80051890152.
The Association pursues no direct or indirect profit.
The purpose of the Association is as follows:
a. to provide financial support for the laboratory and clinical aspects of scientific research on cancer conducted in Italy, and in particular to provide adequate funding to worthwhile research projects and study grants for those researchers who wish to complete their professional development;
b. Hence, to promote and organize the raising of funds necessary for the development of research in the field of oncology, possibly through specific events and initiatives, making also use for this purpose of the services volunteered by its members and supporters;
c. to disseminate, mainly among its members, the knowledge of cancer study and research activities carried out at the national and international level, taking all actions suitable to publicise the issues pertaining to the study, treatment, and prevention of cancer, as well as the results and the progress of research, also through the publication and distribution of periodicals.
Should the Association be designated as heir or beneficiary of bequests or donations of either movable and immovable property, such donations may be acquired to serve the purposes of the Association through the "Fondazione Italiana per la Ricerca sul Cancro", with registered office in Milan attested with Presidential Decree No. 1041, 10 December 1980, established by the Association itself in pursuit of its statutory purposes.
The acceptance of donations by said Foundation entails the commitment to satisfy all the conditions and obligations imposed on the gift by the donors or testators, with the Association guaranteeing its compliance.
The Association is based in Milan.
The registered office of the Association is in Viale Isonzo n. 25.
Any change of address within the same Municipality is established by the Board of Directors.
Over the following thirty days, a report on the change of address must be deposited with the relevant Prefecture, which will update the Register of Legal Entities accordingly, making the relocation effective in all respects.
The Association has perpetual existence.
The bodies of the Associazione Italiana per la Ricerca sul Cancro are as follows:
The Members of the Association are natural and legal entities, associations, private or public bodies that submitted an explicit request by filling out a specific form prepared by the Association.
All Members have equal rights; the Association guarantees a uniform discipline of the associative relationship and procedures aimed at guaranteeing the effectiveness of the relationship itself.
The Members pay an annual membership fee of no less than the amount established by the Assembly. Reduced fees may be applied to young members under 25 years of age.
Members do not assume any responsibility other than the payment of the membership fee, which is non-transferable and cannot be reappraised.
Members may work voluntarily and free of charge on the initiatives fostered and organized by the Association in pursuit of its social purpose.
The Association shall keep a Members' register; 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.
Member status is lost by death, resignation, forfeiture due to arrearage of more than six months from the date of expiry of the annual fee payment, or otherwise by deliberate exclusion imposed by the Board of Directors and ratified by the Assembly, should the member prove to be unworthy or undertake activities deemed to be detrimental to the Association, or otherwise incompatible with the purposes of the organisation. The status of a member is not transferable.
All natural persons and legal entities, both public and private, are entitled to become Supporters of the Association, should they express their willingness to collaborate with the Association by offering their contribution in economic terms and/or in terms of services in pursuit of its social purpose.
Supporters are not Members of the Association, hence they are not subject to the same rights and obligations.
The status of Supporter is bestowed by the Board of Directors, and the duration of said status is established by the Board itself in proportion to the contribution offered. The qualification is lost if the Supporter fails to renew such contribution.
The Association shall draw the funds necessary for its activities from:
The Board of Directors is responsible for allocating and utilizing the funds in pursuit of the Association's purpose.
It is expressly forbidden to redistribute profits, budgetary surpluses, funds, reserves or capital accumulated during the life of the association, even indirectly, unless the reallocation or distribution is imposed by law.
The General Assembly is the sovereign body of the Association. Its resolutions, validly adopted in compliance with the law and the present Articles of Incorporation and By-Laws, are binding to all Members, even if absent or dissenting.
All adult Members are entitled to speak and vote at the General Assemblies, both Ordinary or Extraordinary, in accordance with the social quota.
Each member has the right to vote.
Provided with a written proxy notice, each Member may represent just one other Member.
The Ordinary General Assembly is called at least once a year, within six months of the closing of the fiscal year.
The ordinary General Assembly:
a. approves the financial statements, submitted by the Board of Directors and accompanied with the report drafted by the Board of Auditors;
b. appoints the Board of Directors, the Board of Auditors and the External Auditors who audit the accounts and the financial statements;
c. determines the amount of the membership fees;
d. decides on the matters submitted to its examination by the Board of Directors or otherwise falling within its jurisdiction according to the present Articles of Incorporation and By-Laws.
The Assembly’s resolutions, financial statements, and budgetary reports are displayed on the bulletin board at the Association's headquarters and available to all Members and Supporters, as well as being published on the Association's Newsletter.
The extraordinary General Assembly decides on amendments to the By-Laws and on the dissolution of the Association, also appointing the liquidators.
Ordinary and Extraordinary General Assemblies convened to deliberate on amendments to the Articles of Incorporation and By-Laws, reach a quorum on the first call if more than half of the Members are present. When one hour has elapsed from the time stated on the convocation notice, the General Assembly is considered to have reached a quorum on the second call regardless of the number of Members in attendance.
In both ordinary and extraordinary sessions, convened to deliberate on amendments to the Articles of Incorporation and By-Laws, the General Assembly passes motions by an absolute majority of those present, except when officers are being elected, in which case only a relative majority is required.
The dissolution of the Association and the devolution of its assets requires the approval of at least three-quarters of the Members.
General Assemblies are called by the Board of Directors by means of a notice stating the date, time and place of the meeting (which may also differ from the Association headquarters) and the agenda, to be affixed at the head office and published in the Association's "Notiziario-Fondamentale" at least 30 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 Assemblies, both in the ordinary and extraordinary session, are chaired by the Chairman of the Board of Directors or, in case of his absence or impediment, by the First Vice-Chairman, another Vice-Chairman, another Director, or another Association Member selected by the Assembly, in the order of preference stated above. Minutes of the General Meeting are taken and signed by the Chairman and the Secretary of the Assembly.
The Board of Directors consists of 21 to 45 members, elected for a period of five financial years, who serve until the approval of the financial statements for their last year in office. The Directors can be re-elected.
The General Assembly determines the number of Directors and schedules elections so that one-fifth 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 Assembly of Members; their term will expire along with that of the Director replaced.
The members of the Board of Directors who attend General Assemblies are not entitled to vote on the approval of financial statements or any resolution concerning their role of Directors, including the appointment of the External Auditors.
The Board of Directors appoints the Chairman, a First Vice-Chairman and one or more additional Vice-Chairman.
The Board of Directors may appoint an Honorary Chairman, who attends board meetings without voting rights.
The Board of Directors is in charge of the Association's ordinary and extraordinary administration, except for those matters reserved for the General Assembly, and may delegate its powers to the Chairman or to one or more of its Board members.
The Board of Directors appoints the Scientific Director, the Chairman of the Advisory Board, and the Executive Director, determining the function, legal definition and duration of their appointment. The board of Directors also appoints the Scientific Committee, the Advisory Board and the Secretary of the Board, on the Chairman’s proposal.
The Secretary of the Council is discharged at the end of the Chairman's term.
The Board of Directors resolves on the establishment of Regional Committees, as described in Art. 15. The Board of Directors appoints the Board Members of the Fondazione Italiana per la Ricerca sul Cancro, in accordance with the latter's Articles of Association and By-Laws.
The 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.
The Chairman calls and presides over the Board of Directors. The Chairman implements the resolutions put forward by the Board of Directors, exercises the powers delegated to him by the Board and retains the power, within the scope of said delegated powers, to appoint proxies and to determine their attributions. The Chairman provides for all relations with authorities, public administrations and other entities, both public and private.
In order to coordinate the Association’s scientific activities, the Chairman has the right to set up specific offices tasked with the coordination of said activities, in partnership with the First Vice- Chairman, the Scientific Director, the Chairman of the Advisory Board and the Executive Director.
If appointed, the First Vice-Chairman deputizes for the Chairman within the Board whenever the latter is absent or unavailable; in case of absence of both the Chairman and the First Vice-Chairman, the function is exercised by the longest-standing Vice-Chairman.
The Association is legally represented by the Chairman before third parties and in court. The Chairman has the right to appoint lawyers and attorneys to represent and defend the Association in court proceedings brought before any jurisdiction, as well as the power to revoke their mandate.
Within the scope of the powers conferred on him by the Board, the Chairman has the right to appoint ad negotia attorneys, also for single acts.
The First Vice-Chairman is also entrusted with the legal representation of the Association before third parties and in court, and he may stand in for the Chairman whenever the latter is absent or unavailable, with no need for a specific proxy. Before third parties, the First Vice-Chairman’s signature is sufficient proof of the Chairman's inability to serve.
Meetings of the Board of Directors are called by the Chairman or, if the Chairman is absent or unavailable, by the Vice-Chairman or, at the latter's 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, either in person or via teleconference. They are chaired by the Chairman or by the First Vice-Chairman or, if case of absence of the latter, by the most senior Vice Chairman in terms of age.
The Secretary of the Board of Directors is tasked with taking minutes of the meetings, which are then signed by the Chairman and the Secretary himself.
The resolutions are taken by a majority of those attending the meeting, also by teleconference; in the event of a tie, the vote of the person presiding the meeting shall prevail.
Minutes of the meetings are drawn up by the Secretary of the Board of Directors and signed by the Chariman and the Secretary himself.
A Board meeting shall also be called when at least one-third of the Directors request so, providing an agenda of the topics to be discussed.
A Board's plenary meeting is in any case valid, even if not called, whenever all the Directors in office and the entire Board of Auditors take part in it, also by means of teleconference, or upon obtaining the explicit consent of the entitled members who are unable to participate by fax or email, stating that they have been previously notified of the meeting and that the participants are sufficiently informed about the topics to be discussed.
It is possible to attend the Board of Directors meetings by teleconference on condition that the entitled persons can be identified, is capable of participating in the discussion in real time, and able to vote on the topics on the agenda.
The meeting is considered held in the place where the Chairman and the Secretary of the Board of Directors are present, for the purpose of signing the relative minutes.
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 Chairman of the Regional Committee is co-opted by the Board of Directors to be part of the same body; his appointment will be ratified by the Members’ Assembly as provided for by the present Articles of Incorporation and By-Laws.
Upon his dismissal, the Chairman of the Regional Committee also ceases to be part of the Board of Directors.
The Board of Directors may appoint Honorary Chairmen of the Regional Committees with consultative powers; for each Regional Committee, there can be only one Honorary Chairman, whose term of office cannot exceed two 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 defined by the Board of Directors.
The Board of Directors appoints a Scientific Committee of experts in cancer research proposed by the Chairman on the advice of the Scientific Director, determining the number of members each time the Committee is newly formed.
The Scientific Committee is chaired by the Scientific Director, who determines which members are in charge of reviewing research grant applications and who shall evaluate fellowships applications.
The evaluation of research projects and fellowships applications submitted following the publication of calls for proposals, is carried out by the members of the Scientific Committee and by qualified international reviewers, selected according to the guidelines published on the Association’s website, in order to ensure a selection method based on independent evaluations by merit, in compliance with AIRC rules on conflict of interest.
The Scientific Director, once the applications have been evaluated, submits funding proposals to the Board of Directors. The Scientific Director is alsoresponsible for and agrees to review the beneficiaries' scientific and administrative reports, with the help of AIRC administrative office, and, if required, to bring the Board up to date with relevant comments.
The members of the Scientific Committee serve for three years, they are eligible for re-appointment and shall receive no compensation for their services.
The Scientific Committee, along with the other international reviewers, is also tasked with the evaluation of the fellowships deemed worthy of funding by 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.
The Advisory Board and its Chairman are appointed by the Board of Directors. The Advisory Board is comprised of the Scientific Director and no fewer than five eminent scientists based in Italy or abroad, recommended by the Chairman of the Association in agreement with the Scientific Director and the Chairman of the Board itself.
The Chairman of the Association takes part in the board meetings without the right to vote.
The Advisory Board is tasked with formulating strategic scientific guidelines, along with the pertaining cost estimates, which are submitted for the approval of the Board of Directors. The Advisory Board makes sure that said guidelines are properly implemented.
The members of the Advisory Board serve for three years, they are eligible for re-appointment, and they are not entitled to any compensation.
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 machinery, equipment, and materials necessary for research and, in particular cases, for the fitting and modernisation 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 instalment payment to be paid in one or more years, provided that the amounts pledged are set aside at the time of deliberation in a fund created for this purpose.
The Board of Directors must request, at the time of disbursement of the funds, that the beneficiary undertakes to present the report.
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 Assembly for a three-year term ending with the approval of the financial statements for their final year in office; they are eligible for re-election.
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 Assembly, 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 Assembly 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 Assembly
The members of any body of the Association shall receive no compensation for their services.
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 document required by applicable laws and regulations, which are then submitted for the approval of the General Assembly.
The accounts and the financial statements are audited by an external accounting firm, appointed by the General Assembly. The external auditors will act according to the auditing standards provided for by the Legislative Decree 39/9 on the statutory audit of accounts, as applicable.
Any surplus funds at the end of each year shall be allocated, in subsequent years, in pursuit of the social purpose. 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.
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 scopes, as determined by the General Assembly that votes for dissolution; any refunds to Members are prohibited.
Following the provisions of the first and second paragraphs of article 10 of the present Articles of Incorporation and By-Laws, in which the term of office of the members of the Board of Directors was raised up to five years, and in light of the need for the General Assembly to elect or re-elect a fifth of the above-mentioned members after every fiscal year, the Board of Directors will make sure to stagger its nomination proposals across five years rather than three, possibly proposing a mandate extension of one or two years for those Directors whose mandate would be about to expire at the time of entrance into force of the Articles of Incorporation and By-Laws.