The rules on which AIRC is founded with regard to its structure and activities, article by article, in full detail.
1.1 It is hereby incorporated, by transformation of the “Associazione Italiana per la Ricerca sul Cancro, and by subsequent merger by incorporation of the "Fondazione Italiana per la Ricerca sul Cancro - A.I.R.C.", a Foundation called
“Fondazione AIRC per la ricerca sul cancro”
regulated by these Articles of Association and by the existing legislation applicable in this field (hereinafter the “Foundation”). The Foundation is the legal and ideal continuation of the “Associazione Italiana per la Ricerca sul Cancro” founded in Milan in 1965.
The Foundation, after having been registered in the Single Register of the Third Sector (Registro Unico del Terzo Settore), will acquire the following name
"Fondazione AIRC per la ricerca sul cancro ETS".
This name will be used in deeds, correspondence and external communications.
1.2 The Foundation is independent from any political party and religious confession, it is a no-profit, not even indirectly, organization and operates - pursuing civic, solidarity and social purposes - in the field of cancer prevention, research and treatment.
1.3 The Foundation pursues its institutional purposes in compliance with the principles of transparency, non-discrimination and meritocracy and its organisation is inspired by compliance with these principles. The evaluation of research projects and scholarships’ funding is conducted in line with international best practices.
2.1 The Foundation pursues its objectives by carrying out exclusively or principally the following activities of general interest in the following sectors provided for in Article 5, paragraph 1, of D.Lgs. 117/2017: letter h (scientific research of particular social interest); letter i (cultural activities of social interest); letter u (allocation of money, goods or services in support of general interest activities).
Within the above-mentioned sectors, the Foundation carries out the following activities:
2.2 The Foundation promotes and organises fundraising activities in order to finance its activities of general interest; it may carry out various activities in accordance with Article 6 of D.Lgs. 117/2017, identified by the Board of Directors.
2.3 In pursuing its objectives, the Foundation may:
3.1 The Foundation operates through the financial contribution of its supporters, whether they are public or private, natural or legal persons, the collaboration of volunteers, and the work of its employees and collaborators, without any political, ideological or religious discrimination.
3.2 In compliance with applicable laws, the Foundation uses volunteers who must own adequate moral requirements and undertake to respect the Foundation's Articles of Association, activity’s regulation and Code of Ethics. Article 17(4) of D.Lgs. 117/2017 does not apply to any reimbursement of expenses.
4.1 The Foundation has its registered office in Milan and operates through 17 offices located in all the national territory, which are defined as “Committees” (already established by the Associazione Italiana per la Ricerca sul Cancro).
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.
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 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 or if the Foundation will be registered within the Single Register of the Third Sector, the remaining assets shall be transferred, subject to the opinion of the Regional Office of the Single National Register of the Third Sector pursuant to Article 45, paragraph 1, D.lgs. 117/2017, to another entity of the Third Sector chosen by the Steering Committee or, if indications are provided, to the Fondazione Italia Sociale.
6.1 The Foundation's assets is composed of:
The Foundation derives its resources from:
6.2 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.
6.3 The distribution, even indirectly, of profits and operating surpluses, funds and reserves, however named, to founders, employees and collaborators, directors and other members of the corporate bodies pursuant to and in the manner set forth by Article 8, paragraph 2 of D.Lgs. 117/17 is prohibited.
7.1 The following are bodies of the Foundation:
7.2 All offices shall not be entitled to any remuneration, except for the compensation of authorised expenses, with the exception of the Supervisory Body and any directors granted with special powers, who may be paid a fee in the amount determined by the Board of Directors, proportionate to the activities, the responsibilities undertaken, the specific skills and in any case in line with those provided for in entities operating in the same or similar sectors and conditions.
8.1 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.
8.2 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 the unified management of the Foundation, convenes and chairs the Steering Committee and the Board of Directors.
8.3 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.
9.1 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.
9.2 The Steering Committee is composed of a number of members ranging from 35 to 39, identified as follows:
The number of members of the Steering Committee is decided by the Steering Committee itself, every four financial years, upon the President’s proposal.
9.3 The Steering Committee has the following tasks:
If, after 30 days from the relevant documented request by the Board of Directors, no opinion has been provided by the Steering Committee, the document submitted to the Steering Committee is deemed to be approved. The opinion of the Steering Committee is adopted by resolution or, exceptionally, by written consultation.
9.4 The Steering Committee shall meet at least three times a year.
9.5 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.
9.6 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.
9.7 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.
9.8 The meetings of the Board of Directors can also be held by means of telecommunications, if needed, under the following conditions, which shall be recorded in the relevant minutes:
9.9 The members of the Steering Committee who are also members of the Board of Directors, with the exception of the President, must refrain 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.
9.10 If one or more of the Directors ceases to serve, the Steering Committee shall co-opt to replace them in accordance with Article 9(14) and 9(15). The member thus appointed shall remain in office until the end of the mandate of the replaced member.
9.11 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.
9.12 Articles 23, 24 and 25 of D.Lgs. 117/2017 shall not apply.
9.13 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 as a member of the Appointments Committee shall be four financial years and may be renewed only once.
9.14 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.
9.15 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 according to Article 9(7).
10.1 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. 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 only for a single consecutive term.
10.2 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. 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 sixty days.
10.3 The members of the Board of Directors are preferably chosen among those who have experience in financial, legal, marketing, business management, scientific research and management of civil voluntary initiatives. Any person who is interdicted, inhibited, bankrupt or who has been sentenced to a punishment entailing interdiction, even temporary, from holding public offices or the inability to exercise management offices, cannot be appointed as a director and, if appointed, will lose his/her office.
10.4 The office of director of the Board of Directors is compatible with the office of member of the Steering Committee.
11.1 The Board of Directors is vested with the powers of ordinary and extraordinary administration of the Foundation. The Board may also delegate part of its powers to the President or to a Managing Director; it may also appoint special attorneys for specific deeds or types of deeds, within the limits identified by its resolution passed and filed in accordance with legal requirements; it may use the services of consultants and set up committees within the Board with executive, proposing or advisory functions.
11.2 The general power of legal representation is granted to the directors in accordance with this Articles of Association. Limitations to the power of representation shall be filed in the proper register.
11.3 The Board of Directors is responsible, in its collective formation, for:
12.1 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.
12.2 Meetings of the Board of Directors are validly held with the presence of the majority of its members and resolutions are validly adopted with the favourable vote of the majority of the attending members, 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 amendments of the Articles of Association of the Foundation, if the Board intends to depart from the opinion of the Steering Committee, must be motivated and adopted with the favourable vote of three/forth of the members.
In the event of a tied vote, the Chairman of the meeting shall have the casting vote.
The Supervisory Body attends the Board of Directors' meetings, without the right to vote; the Scientific Director participates in the Board of Directors’ meeting whenever choices and decisions regarding scientific funding and research programs are under discussion, without the right to vote.
12.3 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:
If these conditions are met, the meeting is deemed to have been held in the place where the person preparing the minutes is present.
12.4 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.
13.1 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.
13.2 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 to the seniority of their appointment.
13.3 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.
13.4 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 by other international reviewers to guarantee the evaluation on the basis of an independent, transparent, meritocratic judgement and in compliance with the internal procedures on the conflict of interests.
13.5 The Scientific Director drafts the financing proposals and checks the scientific and economic reports of the beneficiaries.
13.6 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.
14.1 The Research Advisory Committee is an advisory body of the Foundation which operates in absolute autonomy and independence to optimizes the strategy of research on cancer and is composed by the minimum of 5 up to the maximum of 10 scientists operating in Italy and abroad.
14.2 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 for only one consecutive term.
14.3 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 President and the Scientific Director of the Foundation participate to the meetings of the Research Advisory Committee, without voting rights.
15.1 The Steering Committee, in the cases provided for by the applicable law, appoints a Supervisory Body composed by 3 members, plus two substitutes, chosen from the categories referred to in Article 2397, paragraph 2, of the Italian Civil Code, and appoints the Chairman. Article 2399 of the Italian Civil Code applies to the members of the Supervisory Body.
15.2 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 for only one consecutive term.
15.3 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. 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. 117/2017 and certifies that the social report complies with the provisions of the applicable law. Members of the Supervisory Body may at any time proceed, also individually, to inspection and control activities, and for this purpose, may ask the directors for information on the progress of the company's business or on specific affairs.
15.4 Members of the Supervisory Body shall not hold any other office or position within the scope of the Foundation's activities.
Members of the Supervisory Body takes part to the meetings of the Board of Directors and the Steering Committee, without voting rights.
If a member is prevented from attending or ceases to be a member, for any 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 the Substitute Members necessary for the integration of the Supervisory Body. The newly appointed Members expire together with those in office.
16.1 Regional Presidents operate on a voluntary basis and give voice to the different cultural, entrepreneurial and scientific realities of the relevant territories; they contribute to the promotion of fundraising activities and to the spread of the Foundation's mission, through their regional offices, and they are part of the Foundation's Steering Committee by right for the duration of their office.
16.2 The Steering Committee appoints the Regional Presidents upon the proposal of the President of the Foundation, after hearing the Appointments 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.
17.1 The financial year closes on 31 December of each year. At the end of every financial year, the Board of Directors drafts 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 purposes, all in accordance with the forms and the indications provided for by applicable laws and regulations in force.
17.2 The Financial Statements are submitted, by the end of April 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 Financial Statements, by the end of June of each year, is published on the Foundation's website and in the Rivista Fondamentale and it is filed in compliance with the terms provided by the law.
17.3 The Board of Directors drafts the Social Responsibility Report pursuant to the guidelines set forth in Article 14 of D.Lgs. 117/2017 by the end of May of each year and it is submitted to the Supervisory Body, which certifies that it has been prepared in compliance with the aforementioned guidelines. By the end of June, the Social Report is published on the Foundation's website and it is filed in compliance with the terms provided by the law.
18.1 The accounting records and the Financial Statements are subject to the control of an independent external auditing firm, appointed by the Steering Committee. The audit is carried out in accordance with the provisions of D.Lgs. 39/10, as far as applicable.