Our Articles of Incorporation and By-Laws

The rules on which AIRC is founded with regard to its structure and activities, article by article, in full detail.

Article 1 - Incorporation and purpose of the Foundation

1.1 It is hereby incorporated, by transformation of the “Associazione Italiana per la Ricerca sul Cancro”, a Foundation called

“FONDAZIONE AIRC”

regulated by these Articles of Association and by the existing legislation applicable in this field (the “Foundation”). The Foundation is the legal and ideal continuation of the “Associazione Italiana per la Ricerca sul Cancro” founded in Milan in 1965, of whom it is the universal legal successor and whose tax code No. 80051890152 is retained.

1.2 The Foundation is, directly and indirectly, a no-profit organisation, and operates - pursuing civic, solidarity and social purposes - in the field of cancer prevention, research and treatment, using its employees and collaborators as well as volunteers and supporters.

Article 2 - Activities of the Foundation

2.1 The Foundation pursues its objectives by carrying out exclusively or principally the following activities of general interest:

(i)    the financial support of Italian scientific research on cancer with respect to the laboratory and clinical phase, and particularly the financing of cancer research projects and scholarships for the professional development of researchers and oncologist doctors, including university and post-graduate training;

(ii)   the spread of knowledge related to study activities and of the results of national and international oncological research;

(iii)  public awareness-raising on the importance of prevention.

2.2 The Foundation carries out any other suitable activities to achieve its objectives in accordance with its nature as a non-profit organization and within the limits provided by the law.

The Foundation promotes and organises fundraising activities in accordance with Article 7 of D.Lgs. 117 of 2017 and its subsequent amendments and additions, in order to finance its activities of general interest. The Foundation may carry out various activities in accordance with Article 6 of D.Lgs. 117/2017 and its subsequent amendments and additions.

2.3 In pursuing its objectives, the Foundation may:

  • enter into agreements with public and private entities and institutions with similar aims;
  • establish and manage, with separate accounting, research institutes and centres that are instrumental to the pursuit of its statutory aims;
  • set up separate patrimonies with a restriction of destination consistent with the purposes of the Foundation;
  • set up or participate in foundations and other non-profit entities with similar purposes, join national and international organizations that carry out activities consistent with the purposes of the Foundation;
  • set up or participate in commercial companies instrumental to the pursuit of its purposes, whose financial statements shall be attached to the financial statements of the Foundation.

Article 3 - Supporters and Volunteers

3.1 The Foundation operates through its employees, the financial contribution of its supporters, whether they are public or private, natural or legal persons, and the collaboration of volunteers, who must own adequate moral requirements and undertake to respect the Foundation's Articles of Association and Code of Ethics.

3.2 Participation in the activities of the Foundation is open to any person without any political, ideological or religious discrimination. All those who share the Foundation's aims and wish to make their time and skills available for non-profit purposes and exclusively for reasons of social solidarity may participate in the Foundation's activities as volunteers.

Article 4 - Registered office

4.1 The Foundation has its registered office in Milan and offices located in all the national territory, which are defined as “Committees” and managed by the Foundation, together with the “Regional Presidents” as referred to in Article 18.

4.2 Any change in the address within the same municipality is decided by the Board of Directors, which, within thirty days, shall deposit the relevant resolution in the proper Register.

Article 5 - Winding-up and liquidation

5.1 The Foundation shall cease to exist if legal grounds for termination occur, or by means of a resolution of the Board of Directors, having obtained the mandatory opinion of the Steering Committee, passed with the favourable vote of at least three-fourths of the members of the Board of Directors. If the resolution of the Board of Directors deviates from the opinion of the Steering Committee, it shall be justified.

5.2 In the implementation of the resolution of liquidation, the Board of Directors appoints three liquidators who may also be chosen from among the outgoing directors.

5.3 On completion of the liquidation, the remaining assets shall be transferred to other non-profit organisations operating in Italy in the field of cancer research to be identified by the Steering Committee, unless otherwise required by law.

Article 6 - Endowment fund

6.1 The Foundation's endowment fund is made up of its initial endowment as indicated in the transformation resolution.

Article 7 - Management Fund

7.1. The management Fund is made up of financial means aimed at achieving the purposes of the Foundation and the meeting of the management needs, and is composed of:

  1. the proceeds and revenues obtained from the management of movable and immovable properties;
  2. management surpluses from previous financial years;
  3. donations, including in the form of contributions, from public and private bodies, administrations and any other revenues obtained in the exercise of institutional activities;
  4. legacies and donations;
  5. the funds resulting from the fundraising referred to in Article 7 of Lgs. 117/2017 and its subsequent amendments and additions;
  6. assets arising from activities carried out in the common interest, within the meaning of Article 79 of Lgs. 117/2017 and its subsequent amendments and additions;
  7. revenues from other activities.

7.2 The Board of Directors shall allocate and use the management Fund exclusively for the achievement of the statutory purposes in accordance with the strategic plan approved by the Steering Committee.

Article 8 - Bodies of the Foundation

8.1 The following are bodies of the Foundation:

  • the President and the Senior Vice President;
  • the Steering Committee;
  • the Board of Directors;
  • the Supervisory Body;
  • the Technical Scientific Committee;
  • the Research Advisory Committee.

8.2 The Directors and anyone holding corporate offices shall not be entitled to any remuneration. Individual compensation may be paid for particular offices in compliance with the provisions of D.Lgs. 117/2017.

Article 9 - The President and the Senior Vice President

9.1 The President and the Senior Vice President are appointed from among the members of the Steering Committee and remain in office for four financial years, until the approval of the financial statements for the fourth financial year.

9.2 The President has the legal representation of the Foundation, maintains institutional relations and external communication, ensures compliance with the resolutions of the statutory bodies and the respect of the related responsibilities as well as a coherent and unified management of the Foundation, convenes and chairs the Steering Committee and the Board of Directors.

9.3 In case of absence or impediment of the President, his functions are temporarily exercised by the Senior Vice President. In front of third parties and all public offices, the signature of the Senior Vice President is full proof of the absence due to impediment of the President.

Article 10 - The Steering Committee

10.1 The Steering Committee is the body that represents the different cultural, entrepreneurial and scientific realities of the Italian territory and society and defines the programmatic and strategic guidelines of the Foundation.

10.2 The Steering Committee is composed of a number of members ranging from 35 to 39, of which 17 are the Regional Presidents appointed in accordance with the procedures set out in Article 18 below, while the remaining members are appointed by co-optation in accordance with the procedures set out in Article 11 below and half of them are renewed every two years, according to the criteria of seniority of the office pursuant to Article 22. The members of the Steering Committee remain in office for 4 financial years, until the approval of the budget for the fourth financial year. The number of members of the Steering Committee is decided by the Steering committee itself, every 4 financial years, upon proposal of the President. The members of the Steering Committee are renewable and selected among the subjects that have appropriate business, scientific or professional experience.

10.3 The Steering Committee has the following tasks:

  • it appoints from among its members the President and the Senior Vice President of the Foundation and, after having determined the number with the procedures set out in Article 11 below, the remaining members of the Board of Directors, with the abstention of any candidates;
  • it revokes the members of the Board of Directors in the event of any violation of the law or the Articles of Association or repeated failure to comply with the guidelines established by the Steering Committee;
  • it appoints the Regional Presidents in accordance with the procedures set out in Article 18;
  • it revokes, upon proposal of the Board of Directors, of the Regional Presidents in the event of any violation of the law, the Articles of Association, the regulations of the local offices, the Code of Ethics and repeated failure to comply with the guidelines established by the Steering Committee;
  • it approves, on the proposal of the Board of Directors, the Code of Ethics that applies to members of the Foundation, employees, collaborators and volunteers;
  • it appoints the Supervisory Body, in accordance with Article 17, and the Auditing Firm, for a three-year term of office;
  • it may appoint an Honorary President of the Foundation chosen from among those who are most dedicated to the achievement of the institutional purpose of the Foundation, who participates in the meetings of the Steering Committee without voting rights;
  • it may also appoint from among its members one or two honorary Vice Presidents for particular merits who are not entitled to represent the Foundation in the event of the President's impediment or absence;
  • delivers mandatory and non-binding opinions:
  • on the Rules for the organisation and functioning of territorial offices adopted by resolution of the Board of Directors;
  • on the termination of the Foundation pursuant to Article 5 above;
  • on the amendments to the Articles of Association approved by the Board of Directors pursuant to Article 13 below;
  • on the three-year management plan prepared by the Board of Directors;
  • on the budget and the annual final balance sheet;
  • on the appointment of the Scientific Director, the Chairman of the Research Advisory Committee and the General Manager;
  • on the Scientific Director's report on the programmes, investments and institutional assignments;
  • on the Rules for the organisation and functioning of the Technical Scientific Committee. If no opinion has been provided by the Steering Committee, after 30 days from the relevant documented request by the Board of Directors, the document submitted to the Steering Committee is deemed to be approved.

10.4 The Steering Committee shall meet at least three times a year.

10.5 Upon invitation of the President, in addition to the Scientific Director and the General Manager, third parties may participate in the meetings of the Steering Committee, without voting rights.

10.6 The Steering Committee is convened by the President using suitable means to guarantee the proof of receipt of the convocation at least 10 days before the meeting. The Steering Committee must also be convened when at least one third of its members make a reasoned written request with an indication of the topics to be discussed.

10.7 The meetings of the Steering Committee shall be valid with the presence of at least half of its members and the resolutions are adopted by the majority of those present.

10.8 The members of the Steering Committee who are also members of the Board of Directors, with the exception of the President, must abstain from voting in the resolution appointing the Supervisory Body, and in resolutions concerning matters and documents proposed by the Board of Directors itself and in any other case a conflict of interest arises.

10.9 If one or more of the Directors ceases to serve, the Steering Committee shall co-opt to replace them in accordance with Article 11. The member thus appointed shall remain in office until the end of the mandate of the replaced member.

10.10 The members of the Steering Committee have the right to vote from the day of their appointment and voting by proxy is not permitted. The Steering Committee will keep a book of its meetings and resolutions.

Article 11 - The Appointments Committee of Steering Committee

11.1 The Steering Committee sets up an Appointments Committee made up of 5 members, including the President and Senior Vice President. The remaining three members may not be members of the Board of Directors. The term of office coincides with the term of the mandate as a member of the Steering Committee and may be renewed.

11.2 The Appointments Committee is responsible for identifying the candidates for the office of member of the Steering Committee and the Board of Directors. The reconfirmations of the members to be elected may also be evaluated, as well as the members of the Steering Committee may be evaluated among the candidates for membership of the Board of Directors.

11.3 Nominations, in a number exceeding at least 50 per cent than the number of members to be renewed, are submitted to the Steering Committee for appointment within the term of office of the members to be renewed. The Steering Committee shall make the appointments by public vote by simple majority.

Article 12 - Board of Directors

12.1 The Board of Directors is composed of a minimum number of 5 to a maximum number of 9 members, including the President and Senior Vice President, and is appointed by the Steering Committee pursuant to Articles 10 and 11. The Board of Directors remains in office for four financial years, until approval of the Financial Statements for the fourth financial year in office, and its members may be re-elected.

12.2 If one or more Directors leave office during the year, the Board of Directors may replace them by co-optation until the next meeting of the Steering Committee, which may ratify the replacement or appoint a different member of the Board of Directors. The member thus appointed remains in office until the end of the mandate of the entire Board of Directors. If the President or the Senior Vice President should leave their office during the year, they shall be appointed by the Steering Committee in accordance with Articles 9 and 10 above. The President and the Senior Vice President thus appointed remain in office until the end of the term of office of the entire Board of Directors. If during the year the majority of the members of the Board of Directors leave their office, the Steering Committee shall appoint the new members within 60 days.

12.3 The members of the Board of Directors are preferably chosen from among those who have experience in financial, legal, marketing, business management, scientific research and management of civil voluntary initiatives.

12.4. The office of director of the Board of Directors is compatible with the office of member of the Steering Committee.

Article 13 - Powers and functions of the Board of Directors

13.1 The Board of Directors is vested with the powers of ordinary and extraordinary administration of the Foundation. The Board may also delegate the ordinary operational management to the President or to a Managing Director.

13.2 The Board of Directors is responsible, in its collective formation, for:

  • the approval of the Social Report, as per Article 14 of Lgs. 117/17 and its subsequent amendments and additions, of the Financial Statements and the approval of the Budgetary Report;
  • the approval of the institutional grants upon proposal of the Scientific Director according to the following Article 19;
  • the definition and approval of the three-year management plan;
  • the appointment and revocation of the General Manager and the definition of his/her task;
  • the appointment and revocation of the Scientific Director, chosen from among scientific personalities with great experience in the field of oncology, and the definition of the relevant task;
  • the appointment of the members of the Scientific Committee upon proposal of the Scientific Director;
  • the appointment and revocation of the Chairman of the Research Advisory Committee and of its members on the proposal of the outgoing Chairman of the same;
  • the definition of the internal organization system;
  • subject to the mandatory opinion of the Steering Committee, the approval of the Rules for the organisation and functioning of the territorial offices, of the modifications of the statute and of the liquidation of the Foundation;
  • keeping the book of meetings and resolutions of the Board of Directors.

13.3 The Board of Directors appoints the members of the Board of Directors of the Fondazione Italiana per la Ricerca sul Cancro, in accordance with the provisions of its Articles of Association.

13.4 The Scientific Director participates in the Board of Directors whenever choices and decisions regarding scientific funding and research programs are under discussion, without the right to vote.

Article 14 - Meetings of the Board of Directors

14.1 The Board of Directors is convened by the President using suitable means such as to guarantee proof of receipt by the addressees at least 7 days before the meeting. The Board of Directors must also be convened when at least one third of its members make a reasoned written request indicating the items to be discussed. The Board of Directors normally meets monthly and its meetings are validly hold with the presence of the majority of its members.

14.2 Resolutions are validly adopted with the favourable vote of the majority of the attending member, with the exception of the resolution on the liquidation of the Foundation that shall be adopted with the favourable vote of three/forth of its members in accordance with Article 5.

The resolution relating to the Foundation's statutory amendments, if the Board intends to depart from the opinion of the Steering Committee referred to in the previous Article 10.3, must be motivated and adopted with the favourable vote of three/forth of the members.

In the event of a tied vote, the Chairman shall have the casting vote.

The Board of Directors' meetings are attended by the Supervisory Body.

14.3. The meetings of the Board of Directors can also be held by means of telecommunications, under the following conditions, which shall be recorded in the relevant minutes:

  1. a) that the chairman of the meeting is allowed to assess the identity of those present, to regulate the conduct of the meeting, and to acknowledge and declare the results of the voting;
  2. b) that the person taking the minutes is allowed to adequately take note of the events of the meeting which are the subject of the minutes;
  3. c) that those present are allowed to participate in the discussion and in the simultaneous voting on the items on the agenda, as well as to view, receive or transmit documents;
  4. d) that the notice of call indicates the places where the connection is active.

If these conditions are met, the meeting is deemed to have been held in the place where the chairman of the meeting and the person preparing the minutes are present.

14.4. The meetings of the Board of Directors are in any case valid - even if not convened - when all the Directors in office and the entire Supervisory Body are present, including by tele/video conference.

The resolution relating to the Foundation's statutory amendments, if the Board intends to depart from the opinion of the Steering Committee referred to in the previous Article 10.3, must be motivated and adopted with the favourable vote of 3/4 of the members.

In the event of a tied vote, the Chairman shall have the casting vote.

The Board of Directors' meetings are attended by the Supervisory Body.

14.3. The meetings of the Board of Directors can also be held by means of telecommunications, under the following conditions, which shall be recorded in the relevant minutes:

  1. a) that the Chairman of the meeting has the possibility to assess the identity of the participants, to regulate the conduct of the meeting, and to acknowledge and declare the results of the voting;
  2. b) that the person taking the minutes has the possibility to adequately take note of the events of the meeting which are the subject of the minutes;
  3. c) that those present have the possibility to participate in the discussion and in the simultaneous voting on the items on the agenda, as well as to view, receive or transmit documents;
  4. d) that the notice of call indicates the places where the connection is active.

If these conditions are met, the meeting is deemed to be held in the place where the chairman of the meeting and the person preparing the minutes are present.

14.4. The meetings of the Board of Directors are in any case valid - even if not convened - when all the Directors in office and the entire Supervisory Body are present, including by tele/video conference.

Article 15 - Technical Scientific Committee

15.1 The Technical Scientific Committee is the body of the Foundation, chaired by the Scientific Director, which has the function of evaluating research projects and applications for scholarships.

15.2 The members of the Technical Scientific Committee, selected among oncological research experts, are appointed by the Board of Directors upon the proposal of the Scientific Director and will remain in charge for four financial years and can be renewed only once.

Each year, the Technical Scientific Committee is normally renewed for a quarter of its members, according their appointment seniority in accordance with Article 22.

  1. 3 The Committee is composed of a minimum of 20 and a maximum of 70 members, in the number of members suitable to guarantee the presence of the professional skills necessary to carry out the functions.

15.4 The evaluation of the projects and of the scholarships, received after the publication of notices, is carried out by the members of the Technical Scientific Committee and/or by other international reviewers selected for their competence to guarantee the evaluation on the basis of an independent, transparent, meritocratic judgement and in observance of the internal procedures on the conflict of interests.

15.5 The Scientific Director, after the examination and evaluation cycle of the requests, communicates the financing proposals to the Board of Directors for the allocation resolution, after the opinion of the Steering Committee. The Scientific Director also has the task of checking the scientific and economic reports of the beneficiaries, also making use of the administrative structure of the Foundation, and of reporting to the Board in this regard.

15.6 The organization and functioning of the Technical Scientific Committee are determined by a specific Regulation, prepared by the Scientific Direction and approved by the Board of Directors, subject to the opinion of the Steering Committee.

Article 16 - The Research Advisory Committee

16.1 The Research Advisory Committee is an advisory body of the Foundation which optimizes the strategy of research on cancer and is composed by minimum number of 5 up to maximum of 10 scientists operating in Italy and abroad.

16.2 The Chairman and the members of the Committee must have a high-standing international scientific profile in the field of oncological research, must be of high moral and cultural stature and must have an in-depth knowledge of Italian necessities and issues relating to oncological research. The Research Advisory Committee and its Chairman are nominated by the Board of Directors and will be in charge for four financial years and are renewable.

16.3 The choice of a new Chairman is taken in accordance with the former Chairman and the Scientific Director. The members of Research Advisory Committee, selected among scientists operating in Italy and abroad, are appointed by the Board of Directors on proposal of the Chairman, after consulting the Scientific Director.

16.4 The Research Advisory Committee acts as advisory board, advising, even on its own initiative, on general choices and planning of scientific directions of the Foundation in the field of basic and clinical research, and on optimization of the research strategies fostered by the Foundation. To the Research Advisory Committee may be asked to provide scientific opinions on the research activities financed by the Foundation in order to determine the best strategy for future studies. The Chairman and the Scientific Director participate to the meetings of the Research Advisory Committee, without voting rights.

Article 17 - Supervisory Body

17.1 The management control of the Foundation is exercised by a Supervisory Body composed of 3 members – plus two substitutes – nominated by the Steering Committee, which indicates the President of the Supervisory Body among professional in the business, legal and accounting field.

17.2 The Supervisory Body is in charge for four financial years, until the approval of the Financial Statements of the fourth financial year and can be reconfirmed.

17.3 The Supervisory Body shall monitor the compliance with the law and with the Articles of Association and with the principles of correct administration, also pursuant to D.Lgs  No. 231/2001, as well as the adequacy of the organizational, administrative and the accounting structure  of the Foundation, and its actual functioning. The Supervisory Body shall monitor the compliance with the civic, solidarity and social utility purposes set out in D.Lgs. no. 117/2017, as amended and supplemented, and certifies that the social report complies with the provisions of the law.

17.4 Members of the Supervisory Body shall not hold any other office or position within the scope of the Foundation's activities. The Supervisory Body takes part to the meetings of the Board of Directors, without voting rights. In case that a member is prevented from attending or ceases to be a member, for whatever reason, the oldest substitute will replace him and will last in charge until the first meeting of the Steering Committee, which appoints the Permanent and Alternate Members necessary for the integration of the Supervisory Body. The newly appointed Members expire together with those in office.

Article 18 - Regional President

18.1 The Foundation is present on the territory through 17 regional offices called “Committees” (already established by the Associazione Italiana per la Ricerca sul Cancro).

18.2 The Steering Committee appoints the Regional Presidents upon the proposal of the President of the Foundation, after hearing the outgoing President of the same "Committee". The Regional Presidents remain in charge until the approval of the Financial Statements relating to the fourth financial year of their mandate, and they are renewable.

18.3 Regional Presidents give voice to the different cultural, entrepreneurial and scientific realities of the territories of reference and are part of the Foundation's Steering Committee by right for the duration of their mandate.

Article 19 - Institutional Grants

19.1 The Board of Directors, after examination of the Scientific Director’s proposals, resolves, pursuant to article 13, on the allocation of the funds destined to scientific research.

19.2 The Board of Directors is not entitled to grant guarantees on future payments.

19.3 The Board of Director, when allocating the funds, asks the beneficiary to undertake to present the accounts.

Article 20 - Financial Statements

20.1 the financial year closes on 31 December of each year. At the end of every financial year, the Board of Directors prepares the Financial Statements, composed by the balance sheet, the management report of revenues and expenses and the mission report with an illustration of the balance sheet items, the economic and financial performance of the entity and the methods for pursuing the statutory objectives, all in the forms and according to the indications provided by the laws and regulations in force.

20.2 The accounting records and the Financial Statements are subject to the control of an independent external auditing firm which carries out its audit in accordance with the auditing principles set out in the D.Lgs. 39/10 on the legal audit of accounts, as far as applicable.

20.3 The Financial Statements are submitted, by the end of March of each year, to the opinion of the Steering Committee, and they are approved, by the end of May of each year, by the Board of Directors, which shall indicate in the minutes the reasons for any departures from the opinion of the Steering Committee.

The final Financial Statements, by the end of May each year, accompanied by the mission report, the report of the Board of Auditors and the report of the Auditing firm, are published on the Foundation's website (in full) and in the Rivista Fondamentale (in reduced form) and are filed within the terms required by law with the Prefecture of Milan or other competent body in this regard.

Article 21 - Foundation's assets

21.1 The Foundation's assets, including any bequests, revenues, rents, proceeds and income, however they may be called, shall be used for the performance of its statutory activities for the exclusive purpose of pursuing civic, solidarity and social utility objectives.

21.2 The distribution, even indirectly, of profits and operating surpluses, funds and reserves, however named, to founders, associates, workers and collaborators, directors and other members of the corporate bodies, is prohibited.

Article 22 - Transitional provisions

22.1 The first members of the Steering Committee that will expire with the approval of the Financial Statements as at 31 December 2020 and those that will expire with the approval of the Financial Statements as at 31 December 2022 are identified in the resolution of transformation of the association, according to criteria of seniority of mandate as members of the Board of Directors of the Association.

The members subsequently appointed to replace the expired members will remain in office for four years in accordance with Article 10 in order to ensure the provisions of Article 10.2.

22.2 The first members of the Scientific Technical Committee that will expire respectively with the approval of the balance sheet as at 31 December 2019, 31 December 2020, 31 December 2021 and 31 December 2022 are identified in the resolution of transformation of the association, according to criteria of seniority of mandate as members of the Scientific Technical Committee of the Association.

The members subsequently appointed to replace the expired members will remain in office for four years in accordance with Article 15 in order to ensure the provisions of Article 15.2.