STATUTE

APPENDIX B of document No 137882/6495
STATUTE OF THE EURO-ASIAN SOCIETY OF BREAST DISEASES
(ASSOCIAZIONE EURO-ASIATICA SUI TUMORI DELLA MAMMELLA)


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ARTICLE 1 - NAME AND LOCATION
The Euro-Asian Society of Breast Diseases or “Associazione euro-asiatica sui tumori della mammella” in Italian, has been established and is to be known generally, and hereinafter referred to, as "EURAMA."
EURAMA headquarters for fiscal purposes is Milan, Italy. The EURAMA General Assembly has the power to change the location of EURAMA headquarters to any other suitable site in Italy and can set up Branches in Italy or elsewhere.
EURAMA is a non-political, non-denominational, and non-profit organization: it does not distribute its profits, either directly, or indirectly as dividends.
The duration of EURAMA shall be indefinite.

ARTICLE 2 - OBJECTIVES

The objectives of EURAMA are:

- To promote scientific research on and increase awareness of breast diseases; to disseminate information in Europe and Asia on methods for preventing, diagnosing and treating breast cancer.

- Make proposals to National Health Authorities that aim to reduce the in-cidence of breast cancer and deaths due to breast cancer, in Eurasia. Such proposals will include setting up study programmes and specialization courses in the field of breast diseases.

ARTICLE 3 - ACTIVITIES IN DIRECT OR INDIRECT PURSUIT OF OBJECTIVES

In order to achieve its objectives, EURAMA may:

(a) Enter into agreements, financial or otherwise, with various types of public or private organization, including (but not limited to) taking out short-term and long-term loans or mortgages, property leasing, and property purchasing.

(b) Enter into agreements delegating the management of its activities.

(c) Become involved, directly or indirectly, with other organizations, public bodies and institutions with similar aims to EURAMA.

(d) Organize professional training courses and cultural exchanges.

(e) Engage in commercial activities in order to directly or indirectly achieve EURAMA objectives, including activities within the publishing industry (as permitted by existing legislation), as well as the recording, audiovisual, and publicity industries.

(f) Organize seminars, conventions, study days and similar events, for the purposes referred to in Article 2 of this Statute.

(g) Establish awards, fellowships, and study grants.

(h) Administer and manage goods and properties owned by, leased to, loaned to or otherwise the responsibility of EURAMA.

(i) Carry out any other type of activity in direct or indirect support of EURAMA objectives.

ARTICLE 4 - EURAMA MEMBERS AND EURAMA FRIENDS

An adult becomes a Member of EURAMA either by completing and signing the EURAMA membership application form or by majority decision of the Board of Directors. In both cases the application must be supported by at least one (1) EURAMA member. Board of Director decisions regarding membership are final and cannot be appealed against. Members must pay an annual membership fee, as set by the Board of Directors. The annual membership fee must be paid no later than June 30th of each year. Annual membership runs from the beginning to the end of the financial year. Membership cannot be transferred to another person; membership fees cannot be changed during the inscription period, or reimbursed. Payment of the membership fee does not confer any right to EURAMA assets. Scientists and physicians who have contributed conspicuously to the development and promotion of EURAMA activities may become Honorary Members of EURAMA.
Persons who have contributed financially, or otherwise worked in support of EURAMA aims, may also become Honorary Members of EURAMA. Honorary Members of EURAMA are not required to pay an annual membership fee and do not have the right to vote. Individuals, corporations, public organizations or other institutions that, while not becoming members of EURAMA nevertheless contribute to EURAMA by furthering or supporting its objectives, may become Friends of EURAMA without the right to vote.

ARTICLE 5 - TERMINATION OF EURAMA MEMBERSHIP

TERMINATION OF EURAMA MEMBERSHIP

Persons cease to be Members of EURAMA for any of the following reasons:

(a) Resignation
(b) Discovery that member does not have qualifications claimed on be-coming member
(c) Failure to pay the annual membership fee
(d) Expulsion by Executive Board for gross failure to observe the pro-visions of the present Statute
(e) Death
(f) Dissolution of EURAMA

A Member who wishes to resign from EURAMA must do so in writing to the President of the Board of Directors (President of EURAMA). The General Assembly may decide to expel a Member from EURAMA. This decision must be ratified at a meeting of the General Assembly by a two-thirds majority, or by simple majority at a second meeting if there was no quorum at the first meeting. The decision of the General Assembly is final. Reasons for expulsion are serious and repeated failure to comply with EURAMA duties and obligations as laid down in this Statute, and include, but are not limited to:

- Failure to make the contributions set by the Society's management as set out in this Statute.
- Conduct incompatible with the duty of collaborating with other members of EURAMA.
- Conduct incompatible with the aims of EURAMA.

A Member who has not paid the annual membership fee no longer enjoys any of the rights and privileges of membership, which is thus considered to have expired. A person whose membership of EURAMA has expired no longer holds any position within EURAMA. The time for which a Member has been or asserts he/she will be a member of EURAMA can have no influence on that Member’s rights within EURAMA. Persons who resign or who have been expelled from EURAMA, or for whatever other reason, are no longer EURAMA members, may not reclaim paid subscription fees, and have no right to EURAMA assets.

ARTICLE 6 - MONETARY ASSETS

EURAMA monetary assets consist of:

(a) Membership fees paid by members.

(b) Proceeds from initiatives made by EURAMA Executive organs

(c) Voluntary contributions to EURAMA by members and third parties. Such contributions may be for specific objectives, depend-ing on the wishes of the person or organization that contributes.

(d) Contributions for specific objectives made by public or private organizations.

The Board of Directors shall decide on the best way to use these funds, including how to invest them, and on how any income generated should be used.

ARTICLE 6 - FINANCIAL YEAR

The financial year starts on 1st January and ends on 31st December. By 30th March of each year, the Executive Board must have approved the financial report of the preceding financial year that ended on 31st Decem-ber, which must then be presented for approval to a General Assembly to be held by 30th April. In exceptional circumstances, the financial report may be approved no later than 30th June. Neither income, operating surplus, reserves, nor other EURAMA monetary assets, may be distributed to third parties during the lifetime of EURAMA except in so far as is required by law.

ARTICLE 8 - ADMINISTRATIVE ORGANS

The executive organs of EURAMA are:

- the General Assembly
- the President
- the Vice-President
- the Board of Directors
– the Executive Board
- the Scientific Board
- the Branches (in various countries and regions)
- the Auditor
- the Treasurer

ARTICLE 9 - THE GENERAL ASSEMBLY

Composition and Duties

The General Assembly is composed of all Members who are up-to-date in the payment of membership fees and have been on the List of Members for at least 30 days. The General Assembly may be ordinary or extraordinary. An Ordinary General Assembly is convened at least once a year to approve the financial report and for other purposes as specified on the notification of convocation of the General Assembly. An Ordinary General Assembly:
(a) Takes decisions on reports from the Board of Directors on completed activities, or activities to be carried out.
(b) Takes decisions on financial report which has to be signed and checked by the Auditor.
(c) Elects the President and the Vice-President
(d) Elects the Board of Directors.
(e) Elects the Scientific Board.
(f) Authorizes the formation of EURAMA Branches in different countries and geographic regions and appoints the Presidents and Vice Presidents of EURAMA Branches.
(g) Appoints the Auditor.
(h) Elects the Treasurer.
(i) Appoints, where opportune, a Secretary who is not necessarily a EURAMA member.
(j) Takes decisions on other items which the Board of Directors considers should be presented for consideration by the General Assembly.

Decisions taken by the General Assembly that conform to Italian Law and the present Statute are binding on all Members. An Extraordinary General Assembly decides on modifications to the Statute, the dissolution of the organization, and the use of monetary assets.

ARTICLE 10 - THE GENERAL ASSEMBLY

Convocation and Quorum

A meeting of the General Assembly is called by the President of the Board of Directors or the Vice-President as specifically delegated by the President, following a decision by the Board of Directors. It is the responsibility of the President, or the delegate of the President, to send out notifications of a General Assembly to all Members. The form of the notification is not specified, but must be such that all recipients are able to have proof of notification receipt. The notification must be sent out at least 15 (fifteen) days prior to the date of the meeting of the General Assembly. In exceptional circumstances a meeting of the General Assembly may be called by notifying members not less than 7 (seven) days before the date of the meeting. A General Assembly meeting is valid if, in the absence of prior convocation, all members are present, and all members of the Board of Directors have been notified. A General Assembly meeting is valid if the participants are in differing physical locations, but in live audio or visual contact (via conference call or similar technology) with each other, provided that the principles of good faith and equality of treatment are adhered to, and that a simultaneous voting protocol is followed. In such circumstances it is necessary that:
(a) The President is satisfied of the identity of those participating; that the meeting can proceed adequately; that all can vote without difficulty, and the results of votes can be communicated adequately.
(b) Communication is good enough to enable the Secretary to take accurate minutes of the proceedings.
(c) That all can participate adequately in the discussion and voting of the items on the agenda.

Such a meeting is considered to have taken place where the President and Secretary are physically present. Each Member with current registration and paid-up membership, has the right to a vote. Proxy votes are permitted, but no member may hold more than three proxies. The First Convocation of an Ordinary or Extraordinary General Assembly is considered valid if (including proxies) at least half of the members with a right to vote are present. Decisions are carried by simple majority of participants present. A Second Convocation of an Ordinary and Extraordinary General Assembly (necessary because the first convocation was inquorate) is considered a valid meeting even if a quorum is not reached. Again decision are carried by simple majority of participants present. For modifications to the EURAMA statute, at least half of the members with a right to vote must be present at the meeting and agree to the proposed change. For decisions on the dissolution of EURAMA and the transfer of EURAMA assets, a favourable vote of at least three-quarters of the Members is required. The General Assembly meeting is presided over either by the President or by the Vice-President. In the absence of both, the General Assembly is presided over by another person selected during the meeting. The person who chairs the meeting nominates a secretary to take the minutes.

ARTICLE 11 - BOARD OF DIRECTORS

Composition and Convocation

EURAMA is administered by a Board of Directors consisting of no more than 13 (thirteen) paid up members of EURAMA. The President and Vice-President of EURAMA are ex officio members of the Board of Directors. Each member of the Board of Directors holds office for three financial years, or until a successor is appointed. Members of the Board of Directors can be re-elected. If one or more members of the Board is unable to fulfil his/her role during a given financial year, the Board of Directors may co-opt another EURAMA member, who shall remain in office until the next General Assembly.

Meetings of the Board of Directors are convened by the President or the Vice-President for any reason considered necessary, or following request by five members of the Board of Directors. The exact form of meeting notification is not specified, but must be such that proof of receipt of notification can be obtained. The notification must be sent out at least 30 (thirty) days prior to the date of the Meeting. In exceptional circumstances, a Board Meeting may be called not less than 10 (ten) days before the date of the meeting. A majority of the Board members holding office must be present for a Board of Directors meeting to be valid; Decisions are carried by simple majority vote of those present. If the vote is tied, the President has the casting vote.

A Board meeting may be valid if the participants are in differing physical locations, but in live audio or visual contact, provided that all participants can be identified and that they can adequately follow the meeting and contribute to the discussions taking place, in real time. If these requirements are satisfied, the meeting will be considered to have taken place where the President and Secretary are physically present.

ARTICLE 12 - BOARD OF DIRECTORS

Duties

The Board of Directors has broad ordinary and extraordinary administrative powers to manage EURAMA, achieve its aims and oversee its activities. The Board of Directors can establish offices, appoint managers of various sectors of EURAMA activity, and appoint representatives to serve on committees and commissions. The Board of Directors appoints the President and the Vice-President from among its Members. The Board of Directors may delegate part of its functions to one or more of its members, or may set up an Executive Board, specifying its members and its functions, and to which it may delegate all executive powers pertaining to the administration of EURAMA.

The President presides over meetings of the Board of Directors. If the President is indisposed the Vice-President takes over the duties and responsibilities of the President. The Board of Directors sets the annual membership fee to be paid by EURAMA members and performs other tasks as provided for by this Statute or assigned to it by the General Assembly.

ARTICLE 13 - THE PRESIDENT

The President of EURAMA is appointed by the Assembly, as stipulated in Article 9 of the present Statute, among those who have the experience and competence necessary to fulfil the Presidential role. He/she is also President of the Board of Directors, is appointed for three financial years and can be re-elected. The President is the legal representative of EURAMA, having the power to bring actions against any third party, oppose actions brought by any third party, and appoint lawyers. The President oversees the administrative function of EURAMA, according to the powers conferred on him/her by the Board of Directors. In the event of the President being absent or otherwise indisposed, he/she is substituted by the Vice-President.

ARTICLE 14 - THE VICE-PRESIDENT

The Vice-President is appointed by the Assembly, as stipulated in Article 9 of the present Statute, and must be chosen from among those who have the experience and competence necessary to fulfil the Vice-Presidential role. The Vice-President is appointed for three financial years and can be re-elected. In conformity with the powers assigned on appointment, the Vice-President has the power to take autonomous decisions on matters concerning EURAMA programmes and areas of development within approved budgets. The Vice-President is responsible for the day-to-day operation of EURAMA and collaborates with the President and the Board of Directors in ensuring the efficient management and functioning of EURAMA. If the President is absent or indisposed, the Vice-President may substitute the President in all roles and responsibilities.

ARTICLE 15 - THE EXECUTIVE BOARD

The Executive Board is appointed by the Board of Directors from among its members, as stipulated in Article 12 of the present Statute. The Executive Board consists of not more than five (5) paid-up EURAMA members, including the President and the Vice-President who are ex officio members. Members of the Executive Board are appointed for three financial years and can be re-elected. The Executive Board receives its powers from the Board of Directors and is responsible for carrying out the decisions and policies of EURAMA organs. The Executive Board can delegate part of its powers and can take decisions by majority vote. Where opportune, the Executive Board may appoint a Director General determining the duties of that position and also the duration of the appointment. The Director General can be any competent person (not necessarily a Member of the Board of Directors).

ARTICLE 16 - THE SCIENTIFIC BOARD

The Scientific Board is appointed by the Board of Directors, as stipulated in Article 9 of the present Statute, from persons who have materially contributed to the development of scientific knowledge and culture in areas of interest to EURAMA. Members of the Scientific Board are appointed for three financial years and can be re-elected. The President and Vice-President are ex officio members of the Scientific Board. The Scientific Board is responsible for actuating scientific and training initiatives in the countries where EURAMA operates in pursuance of the declared aims of EURAMA.

ARTICLE 17 - AUDITOR

The General Assembly appoints an Auditor from among persons qualified and competent in financial administration. The Auditor remains in office for three financial years and may be re-elected. The Auditor has the right of access, at any moment, to EURAMA’s legal and administrative documents, and has the duty to ascertain that they are in order and up-to-date; he/she also has the right to express an opinion on EURAMA’s final financial statement each year and to attend meetings of the Board of Directors.

ARTICLE 18 - THE TREASURER

The Board of Directors appoints a Treasurer as stipulated by Article 9 of the present Statute. The Treasurer, who may be chosen from among persons who are not members of EURAMA, remains in office for three financial years, and may be re-elected. The Treasurer manages the finances of EURAMA, as directed by the President and Vice-President, and draws up the balance and cash flow statement at the end of each financial year.

ARTICLE 19 - EURAMA BRANCHES

EURAMA Branches, authorized as stipulated by Article 9 of the present Statute, are set up to represent EURAMA in diverse countries and regions and carry out EURAMA policies and directives promoting the prevention, diagnosis and treatment of breast cancer. The Board of Directors appoints the President and Vice-President of each branch who are responsible for carrying out the work of the branch, in line with EURAMA policies.

Each Branch has the same statute as EURAMA, with the sole differences that Branch Presidents and Vice-Presidents are nominated by the Board of Directors of EURAMA. The name of each Branch shall be EURAMA followed by the name of the country or geographic region in which it operates. Provided there is no conflict with local laws, each Branch must forward to EURAMA head office 30% of all monies received from Friends of EURAMA, and must also send annual scientific and administrative/financial reports, as well as an annually updated list of EURAMA Friends and the amounts they have donated to EURAMA.

If an annual report indicates major divergences of a Branch’s activities from those specified by EURAMA head office, the President may send a formal note notifying the discrepancy and requesting correction. If this the problem is not rectified after a second warning, the President may dissolve the Branch and may initiate action against its President.

ARTICLE 20 - DISSOLUTION OF EURAMA

EURAMA may be dissolved:
(a) If the aims of EURAMA have been achieved, or if it becomes is impossible to pursue those aims, unless the General Assembly, meeting without delay, takes steps to rectify the situation.
(b) If the General Assembly cannot function or becomes inactive.
(c) If the General Assembly decides to dissolve EURAMA.
(d) For any other reason prescribed by Italian Law or this Statute.

In the event of the dissolution of EURAMA, an extraordinary meeting of the General Assembly nominates a receiver and determined his/her remuneration. The receiver must, within a year of his/her appointment, realize EURAMA assets, discharge any debts, and draw up the final accounts. These are presented to an extraordinary meeting of the General Assembly, called by the receiver, for approval. The notification of the meeting must be sent out at least 60 (sixty) days in advance. A simple majority (excluding abstentions but including proxies) is required for approval. Any remaining EURAMA assets must by transferred to associations with similar aims and objectives, or which pursue the public good, as specified by the controlling body mentioned in Article 3, Paragraph 190, of Italian Law No. 662 of 23rd December 1996, unless otherwise prescribed by Italian law.

ARTICLE 21 - ARBITRATION PROCEDURE FOR DISPUTES

For any disputes – including those concerning the validity of decisions taken by the General Assembly – arising in relation to the application, execution and interpretation of the present Statute; arising between members;

arising between EURAMA and it organs and members; and arising between any one component of EURAMA and any other, an attempt at conciliation and resolution must first be made. For this, the conciliation procedure of the conciliation body chosen by the President of the Chamber of Notaries of the area where EURAMA has its head office must be followed. The conciliation meeting must take place within 20 (twenty) days of notification of the dispute by the interested party.

Any disputes not resolved by the above specified conciliation procedure within 60 (sixty) days of notification or within a different time period agreed in writing between the disputing parties, will be decided by an arbitrator appointed by the President of the Chamber of Notaries of the area where EURAMA has its head office. The arbitrator will follow the procedure set out in the Italian Civil Code, will judge in conformity with Italian law, and will decide upon costs.

For any dispute regarding the interpretation or execution of the present Statute not amenable to resolution by conciliation or arbitration, the court in which EURAMA has its head office has jurisdiction.